SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                   For the Fiscal Year Ended December 31, 2003


                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         Commission file number 0-29804


                          SecureCARE Technologies, Inc.
                            (Formerly eClickMD, Inc.)
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     NEVADA
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


                                   82-0255758
                     ---------------------------------------
                     (I.R.S. Employer Identification Number)


               3001 Bee Caves Road, Suite 250, Austin, Texas 78746
               ---------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code: (512) 439-3900 Securities
registered pursuant to Section 12(b) of the Act: None, Securities registered
pursuant to Section 12(g) of the Act:


                          COMMON STOCK, $.001 PAR VALUE
                          -----------------------------
                                (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Report on Form 10-KSB or any
amendment to this Report on Form 10-KSB.  [ ]

The issuer's revenues for its most recent fiscal year ended December 31, 2003
were $227,204.

The aggregate market value of the voting stock (which consists solely of shares
of Common Stock) held by non-affiliates of the Registrant as of March 31, 2003
(based upon the closing price) was zero. Currently, there is no trading market
due to the recent Bankruptcy proceedings.

Issuers involved in Bankruptcy Proceedings During the Past Five Years. Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

Yes [X]  No [ ]

The number of shares of the issuer's Common Stock, par value $.001 per share,
outstanding as of December 31, 2003 was 15,000,000 of which 375,000 shares were
held by non-affiliates.

Documents Incorporated by Reference. Yes.

Transitional Small Business Issuer Format. Yes [ ] No [X]

<PAGE>

                                  RISK FACTORS

Some of the information in this Report on Form 10-KSB contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as may, will, expect, anticipate,
believe, estimate, and continue or similar words. You should read statements
that contain these words carefully because they (1) discuss our future
expectations; (2) contain projections of our future results of operation or of
our future financial condition; or (3) state other forward-looking information.
We believe it is important to communicate our expectations to people that may be
interested. However, unexpected events may arise in the future that we are not
able to predict or control. The risk factors that we describe in this section,
as well as any other cautionary language in this Report on Form 10-KSB, give
examples of the types of uncertainties that may cause our actual performance to
differ materially from the expectations we describe in our forward-looking
statements. You should know that if the events described in this section and
elsewhere in this Report on Form 10-KSB occur, they could have a material
adverse effect on our business, operating results and financial condition.

RECENT CHAPTER 11 REORGANIZATION

On May 13, 2003 (the "Commencement Date") the Company filed a voluntary petition
under Chapter 11 of Title 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Western
District of Texas (the "Bankruptcy Court"), Case No. 03-12387. During the course
of its Chapter 11 proceeding, the Company operated its business and managed its
assets as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.

On August 6, 2003, the Company filed a proposed Disclosure Statement and Joint
Plan of Reorganization, dated August 5, 2003, (the "Plan") with the Bankruptcy
Court. On October 23, 2003, after notice and a hearing, the Bankruptcy Court
signed the Disclosure Statement Order, approving the Company's Disclosure
Statement. On October 24, 2003, the Debtors commenced the solicitation of
holders of claims entitled to vote to accept or reject the Plan. On December 2,
2003, after notice and a hearing, the Bankruptcy Court entered its Findings of
Fact, Conclusions of Law and Order confirming the Debtor's Joint Plan of
Reorganization dated as of August 5, 2003 (the "Confirmation Order"). The Plan
became final and non-appealable on December 13, 2003. The Effective Date of the
Plan is December 15, 2003.

The Company's reorganization under the Bankruptcy Code may adversely effect its
ability to attract and maintain customers, which would have a material adverse
effect on the Company's operations.

DEPENDENCE ON MANAGEMENT. The Company's success depends to a large degree upon
the skills of its senior management team and current key employees and upon its
ability to identify, hire, and retain additional sales, marketing, technical and
financial personnel. The Company may be unable to retain its existing key
personnel or attract and retain additional key personnel. The Company depends

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particularly upon the following key executives: Robert Woodrow, President; Dr.
Richard Corlin, Chairman of the Board; Neil Burley, Chief Financial Officer;
Dennis Nasto, Vice-President of Sales and Marketing; Eugene Fry, Vice-President
of Products and Technology; and N.K. "Skip" Best, Vice-President of Business
Development. The Company does not have any employment contracts with these
officers and key employees. The Company does not maintain key person life
insurance for any of its officers or key employees. The Company also does not
require its executives or its employees to enter non-competition agreements with
the Company. However, the Company does seek to protect its confidential
information through confidentiality agreements and patents. The loss of any of
its key officers and employees or the failure to attract, integrate, motivate,
and retain additional key employees could have a material adverse effect on the
Company's business.

RISKS RELATED TO OUR HEALTHCARE ELECTRONIC SERVICES

WE ARE ENGAGED IN A BUSINESS THAT PROVIDES HEALTHCARE ELECTRONIC COMMERCE
SERVICES AND THAT ONLY RECENTLY BEGAN TO GENERATE REVENUES AND HAS INCURRED NET
LOSSES SINCE INCEPTION. We began our current operations in the fall of 1999 upon
the closing of our reorganization with Link.com, Inc., a privately-held Nevada
corporation. We were originally incorporated under the name Center Star Gold
Mines, Inc. for the prior purpose of exploring commercial gold deposits, and we
owned various unpatented mining claims near Grangeville, Idaho. We abandoned our
last mining claim in 1995. Upon our reorganization with Link.com, Inc. (the
Reorganization) we changed our business to the healthcare e-commerce industry,
specifically connecting physicians, home health agencies and nursing homes via
electronic medical record (EMR) products and services. In August 2000 we changed
our name to eClickMD, Inc. (the Company or eClickMD). In February, 2004 we
changed our name to SecureCARE Technologies, Inc. (the Company, SCTI or
SecureCare).While we have developed or purchased and continue to develop several
EMR products, we have not yet delivered some of our healthcare e-commerce
services. We did not generate our first EMR revenues until the quarter ended
September 30, 1999. As of December 31, 2003, we had an accumulated deficit of
$9,602,041. We expect to continue to incur significant development, deployment
and sales and marketing expenses in connection with our business and to continue
to incur operating losses for at least the next fiscal year. We may never
achieve or sustain profitability. The provision of services using Internet
technology in the healthcare e-commerce industry is a developing business that
is inherently riskier than businesses in industries where companies have
established operating histories.

WE WILL NOT BECOME PROFITABLE UNLESS WE ACHIEVE SUFFICIENT LEVELS OF PHYSICIAN
PENETRATION AND MARKET ACCEPTANCE OF OUR SERVICES. Our EMR business model
depends upon usage by a large number of physicians with a high volume of
healthcare transactions and the sale of home healthcare e-commerce services to
payers and other healthcare constituents. The acceptance by physicians and other
healthcare providers of our EMR solutions will require adoption of new methods
of conducting business and exchanging information. We cannot assure you that
physicians or other health care providers will integrate our services into their
office workflow, or that the healthcare market will accept our services as a
replacement for traditional methods of conducting healthcare transactions. The
healthcare industry uses existing computer systems that may be unable to access
our Internet-based solutions. Customers using existing systems may refuse to
adopt new systems when they have made extensive investment in hardware, software
and training for existing systems or if they perceive that our products or
services will not adequately protect proprietary information. Failure to achieve
broad physician or health care organization penetration or successfully contract
with healthcare participants, would have a material adverse effect on our
business.

Achieving market acceptance for our products and services will require
substantial marketing efforts and expenditure of significant funds to create

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awareness and demand by participants in the healthcare industry. Our management
believes that we must gain significant market share with our services before our
competitors introduce alternative services with features similar to our
services. There can be no assurance that we will be able to succeed in
positioning our services as a preferred method for healthcare e-commerce, or
that any pricing strategy that we develop will be economically viable or
acceptable to the market. Failure to successfully market our products and
services would have a material adverse effect on our business, financial
condition and operating results.

OUR BUSINESS PROSPECTS WILL SUFFER IF WE ARE NOT ABLE TO QUICKLY AND
SUCCESSFULLY DEPLOY OUR EMR SYSTEMS AND PRODUCTS. We believe that our business
prospects will suffer if we do not deploy our services quickly. We began
allowing access to our Web-based EMR system in November of 2000 and intend to
expand deployment of access to our Web-based EMR services during the year 2004,
although there can be no assurance that we will be able to continue to do so
during this time, or at all. In order to deploy our services, we must integrate
our architecture with physicians', payers' and suppliers' systems. We will need
to expend substantial resources to integrate our EMR systems with the existing
computer systems of large healthcare organizations, home health care
organizations and physicians. We have limited or no experience in doing so, and
may experience delays in the integration process. These delays would, in turn,
delay our ability to generate revenue from our services and may have a material
adverse effect on our business, financial condition and operating results. Once
we have deployed our EMR system, we may need to expand and adapt it to
accommodate additional users, increased transaction volumes and changing
customer requirements. This expansion and adaptation could be costly. We may be
unable to expand or adapt our network infrastructure to meet additional demand
or our customers' changing needs on a timely basis and at a commercially
reasonable cost, or at all. Any failure to deploy, expand or adapt our system
quickly could have a material adverse effect on the Company's business,
financial condition and operating results.

WE DO NOT CURRENTLY HAVE A SUBSTANTIAL CUSTOMER BASE AND OUR REVENUES WILL
INITIALLY COME FROM A FEW PAYERS IN ONE GEOGRAPHIC MARKET. We currently do not
have a substantial customer base. In addition, we expect that initially we will
generate a significant portion of our revenue from providing our products and
services in Texas, Louisiana, North Carolina, Pennsylvania, Florida, Minnesota,
Wisconsin, Michigan and Oklahoma. If we do not generate as much revenue in this
market or from these payers as expected, our revenue will be significantly
reduced, which would have a material adverse effect on our business, financial
condition and operating results.

WE ARE SUBJECT TO SIGNIFICANT COMPETITION. Our business operates in a highly
competitive environment. Many healthcare industry participants are consolidating
to create integrated healthcare delivery systems with greater market power. As
the healthcare industry consolidates, competition to provide products and
services to industry participants will become more intense and the importance of
establishing a relationship with each industry participant will become greater.
These industry participants may try to use their market power to negotiate price
reductions for our products and services. If forced to reduce our prices, our
operating results could suffer if we cannot achieve corresponding reductions in
our expenses.

WE MAY EXPERIENCE SIGNIFICANT DELAYS IN GENERATING REVENUES FROM OUR SERVICES
BECAUSE POTENTIAL CUSTOMERS COULD TAKE A LONG TIME TO EVALUATE THE PURCHASE OF
OUR SERVICES. A key element of our strategy is to market our services directly
to large healthcare organizations, including home health care organizations and
nursing home facilities. We do not control many of the factors that will
influence physicians', payers' and suppliers' buying decisions. We expect that
the sales and implementation process will be lengthy and will involve a
significant technical evaluation and commitment of capital and other resources

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by home health agencies, nursing homes, physicians, payers and suppliers. The
sale and implementation of our services are subject to delays due to such
organizations' internal budgets and procedures for approving large capital
expenditures and deploying new technologies within their networks.

OUR BUSINESS WILL SUFFER IF THE INTEGRITY AND SECURITY OF OUR SYSTEMS ARE
INADEQUATE. If we are successful in delivering our Web-based healthcare
e-commerce services, our business could be harmed if we or our present or future
customers were to experience any system delays failures or loss of data.
Although we intend to have safeguards for emergencies, the occurrence of a
catastrophic event or other system failure at our facilities could interrupt our
operations or result in the loss of stored data. In addition, we will depend on
the efficient operation of Internet connections from customers to our systems.
These connections, in turn, depend on the efficient operation of Web browsers,
Internet service providers and Internet backbone service providers. In the past,
Internet users have occasionally experienced difficulties with Internet and
online services due to system failures. Any disruption in Internet access
provided by third parties could have a material adverse effect on our business,
financial condition and operating results. Furthermore, we will be dependent on
hardware suppliers for prompt delivery, installation and services of equipment
used to deliver our services.

DESPITE THE IMPLEMENTATION OF SECURITY MEASURES, OUR INFRASTRUCTURE MAY BE
VULNERABLE TO DAMAGE FROM PHYSICAL BREAK-INS, COMPUTER VIRUSES, PROGRAMMING
ERRORS, ATTACKS BY HACKERS OR SIMILAR DISRUPTIVE PROBLEMS. A material security
breach could damage our reputation or result in liability to us. We retain
confidential customer information in our processing center and on our servers.
An experienced computer user who is able to access our computer systems could
gain access to confidential company information. Furthermore, we may not have a
timely remedy to secure our system against any hacker who has been able to
penetrate our system. Therefore, it is critical that our facilities and
infrastructure remain and are perceived by the marketplace to be secure. The
occurrence of any of these events could result in the interruption, delay or
cessation of service, which could have a material adverse effect on our
business, financial condition and operating results. A significant barrier to
e-commerce and communications are the issues presented by the secure
transmission of confidential information over public networks. We intend to rely
on encryption and authentication technology licensed from third parties to
secure Internet transmission of and access to confidential information. There
can be no assurance that advances in computer capabilities, new discoveries in
the field of cryptography, or other events or developments will not result in a
compromise or breach of the methods used to protect customer transaction data. A
party who is able to circumvent security measures could misappropriate or alter
proprietary information or cause interruptions in operations. If any such
compromise of our security or misappropriation of proprietary information were
to occur, it could have a material adverse effect on our business, financial
condition and operating results. We may be required to expend significant
capital and other resources to protect against such security breaches or to
alleviate problems caused by security breaches. We may also be required to spend
significant resources and encounter significant delays in upgrading our systems
to incorporate more advanced encryption and authentication technology as it
becomes available. Concerns over the security of the Internet and other online
transactions and the privacy of users may also inhibit the growth of the
Internet and other online services generally, and our services in particular,
especially as a means of conducting commercial and/or healthcare-related
transactions. There can be no assurance that our security measures will prevent
security breaches or that failure to prevent such breaches will not have a
material adverse effect on our business, financial condition and operating
results.

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OUR OPERATIONS WILL ALSO BE DEPENDENT ON THE DEVELOPMENT AND MAINTENANCE OF
SOFTWARE. Although we intend to use all necessary means to ensure the efficient
and effective development and maintenance of software, both activities are
extremely complex and thus frequently characterized by unexpected problems and
delays.

OUR EXPANSION THROUGH ACQUISITIONS MAY BE DIFFICULT TO IMPLEMENT AND MAY EXPOSE
US TO ADDITIONAL RISK. We maintain an acquisition program and intend to
concentrate our acquisition efforts on businesses that are complementary to our
core businesses. Such emphasis is not, however, intended to limit in any manner
our ability to pursue acquisition opportunities in other related businesses or
in other industries. We anticipate that we may enter into further acquisitions,
joint ventures, strategic alliances or other business combinations. These
transactions may materially change the nature and scope of our business.
Although our management will endeavor to evaluate the risks inherent in any
particular transaction, there can be no assurance that we will properly
ascertain all such risks. In addition, no assurances can be given that we will
succeed in consummating any such transactions, that such transactions will
ultimately provide us with the ability to offer the services described or that
we will be able to successfully manage or integrate any resulting business.

The success of our acquisition program will depend on, among other things:

o    the availability of suitable candidates,
o    the availability of funds to finance transactions, and
o    the availability of management resources to oversee the operation of
     resulting businesses.

Financing for such transactions may come from several sources, including,
without limitation:

o    cash and cash equivalents on hand,
o    proceeds from new indebtedness, or
o    proceeds from the issuance of additional common stock, preferred stock,
     convertible debt or other securities

The issuance of additional securities, including common stock, or other
convertible securities could result in:

o    substantial dilution of the percentage ownership of the Company's
     stockholders at the time of any such issuance, and
o    substantial dilution of our earnings per share.

The proceeds from any financing may be used for costs associated with
identifying and evaluating prospective candidates, and for structuring,
negotiating, financing and consummating any such transactions and for other
general corporate purposes. We do not intend to seek stockholder approval for
any such transaction or security issuance unless required by applicable law or
regulation.

INTEGRATING OUR BUSINESS OPERATIONS WITH BUSINESSES WE MAY ACQUIRE IN THE
FUTURE, MAY BE DIFFICULT AND MAY HAVE A NEGATIVE IMPACT ON OUR BUSINESS. We may
acquire additional businesses in the future. The integration of companies or
businesses that we may acquire in the future involves the integration of
separate companies that have previously operated independently and have
different corporate cultures. The process of combining such companies may be
disruptive to their businesses and may cause an interruption of, or a loss of
momentum in, such businesses as a result of the following difficulties, among
others:

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o    loss of key employees or customers;
o    possible inconsistencies in standards, controls, procedures and policies
     among the companies being combined and the need to implement and harmonize
     company-wide financials, accounting, information and other systems;
o    failure to maintain the quality of services that such companies have
     historically provided;
o    the need to coordinate geographically diverse organizations; and
o    the diversion of management's attention from our day-to-day business and
     that of any company or business that we may acquire, as a result of the
     need to deal with the above disruptions and difficulties and/or the
     possible need to add management resources to do so.

Such disruptions and difficulties, if they occur, may cause us to fail to
realize the benefits that we currently expect to result from such integration
and may cause material adverse short- and long-term effects on our operating
results and financial condition.

UNCERTAINTIES IN REALIZING BENEFITS FROM A COMBINATION. Even if we are able to
integrate the operations of an acquired company or business into the company
successfully, there can be no assurance that such integration will result in the
realization of the full benefits that we expect to result from such integration
or that such benefits will be achieved within the time frame that we expect.

o    Revenue enhancements from cross-selling complementary services may not
     materialize as expected.
o    The benefits from the combination may be offset by costs incurred in
     integrating the companies.
o    The benefits from the transaction may also be offset by increases in other
     expenses, by operating losses or by problems in the business unrelated to
     the transaction.

RAPIDLY CHANGING TECHNOLOGY MAY ADVERSELY AFFECT OUR BUSINESS. All businesses
which rely on technology, including the healthcare workflow solutions business
that we are developing, are subject to, among other risks and uncertainties:

o    rapid technological change;
o    changing customer needs;
o    frequent new product introductions; and
o    evolving industry standards.

Internet technologies are evolving rapidly, and the technology used by any
Internet-based business is subject to rapid change and obsolescence. These
market characteristics are exacerbated by the emerging nature of the market and
the fact that many companies are expected to introduce new Internet products and
services in the near future. In addition, use of the Internet may decrease if
alternative protocols are developed or if problems associated with increased
Internet use are not resolved. As the communications, computer and software
industries continue to experience rapid technological change, we must be able to
quickly and successfully modify our services so that we adapt to such changes.
There can be no assurance that we will not experience difficulties that could
delay or prevent the successful development and introduction of our healthcare
work-flow solutions services or that we will be able to respond to technological
changes in a timely and cost-effective manner. Moreover, technologically
superior products and services could be developed by competitors. These factors
could have a material adverse effect upon our business, financial condition and
operating results.

DEPENDENCE ON PROPRIETARY TECHNOLOGY. The success of our business is dependent
to a significant extent on our ability to protect the proprietary and
confidential aspects of our technology. Although we have filed a provisional
patent application on some of our processes, our technology is not patented and
existing copyright laws offer only limited practical protection. We rely on a
combination of trade secret, copyright and trademark laws, license agreements,

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nondisclosure and other contractual provisions and technical measures to
establish and protect our proprietary rights. There can be no assurance that the
legal protections afforded to us or the steps taken will be adequate to prevent
misappropriation of our technology. In addition, these protections do not
prevent independent third-party development of competitive products or services.
Our management believes that our products, services, trademarks and other
proprietary rights do not infringe upon the proprietary rights of third parties.
There can be no assurance, however, that third parties will not assert
infringement claims against us or that any such assertion will not require us to
enter into a license agreement or royalty arrangement with the party asserting
the claim. As competing healthcare information systems increase in complexity
and overall capabilities or the functionality of these systems further overlap,
providers of such systems may become increasingly subject to infringement
claims. Responding to and defending any such claims may distract the attention
of our management and otherwise have a material adverse effect on our business,
financial condition and operating results.

THE DESIRABILITY OF OUR SERVICES IS CONTINGENT ON OUR ABILITY TO CONTINUE TO
COMPLY WITH PRESENT AND FUTURE GOVERNMENT REGULATIONS. Our services may be
subject to extensive and frequently changing regulation at federal, state and
local levels. The Internet and its associated technologies are also subject to
government regulation. Many existing laws and regulations, when enacted, did not
anticipate the methods of healthcare solutions we are developing. We believe,
however, that these laws and regulations may nonetheless be applied to our
healthcare solutions business. It may take years to determine the extent to
which existing laws and regulations governing general issues of property
ownership, sales and other taxes, libel, negligence and personal privacy are
applicable to the Internet. Laws and regulations may also be adopted in the
future that address Internet-related issues, including security, privacy and
encryption, pricing, content, copyrights and other intellectual property;
contracting and selling over the Internet; and distribution of products and
services over the Internet. Accordingly, our healthcare solutions business may
be affected by current regulations as well as future regulations specifically
targeted to this new segment of the healthcare industry. While our products are
designed to aid our customers' compliance with certain government regulations,
changes in these regulations or their repeal could reduce the need for our
products.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO FORECAST OUR REVENUES AND
EXPENSES. Our limited operating history makes it difficult to forecast our
future revenues and expenses. Although our revenues increased since the closing
of the Reorganization, you should not consider quarterly revenue growth as
indicative of future performance. Our revenues and operating results may be
adversely affected by a number of risks and uncertainties, including those
listed elsewhere in these risk factors. As a result, our revenues may not grow
at similar levels in future periods and may remain flat or decline over any
given period.

We base our forecast for expenses in part on future revenue projections. We
incur expenses in advance of revenues, and we may not be able to quickly reduce
spending if our revenues are lower than expected. In particular, we expect to
incur additional costs and expenses related to the following:

o    The development of relationships with marketing partners and value-added
     resellers, or VARs, and commerce service providers, or CSPs;
o    The development and expansion of our sales force and marketing operations;
o    The development and enhancement of existing and new products and services;
     and
o    The expansion of our management team.

We expect that our business, stock price, operating results and financial
condition could be materially adversely affected if our revenues do not meet our
projections or our net losses are greater than expected.

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The expected fluctuations of our quarterly results could cause our stock price
to fluctuate or decline.

We expect that our quarterly operating results will fluctuate significantly in
the future based upon a number of factors, many of which are not within our
control. We plan to further increase our operating expenses in order to expand
our sales and marketing activities and broaden our product offerings. We base
our operating expenses on anticipated market growth, and our operating expenses
are relatively fixed in the short term. As a result, if our revenues are lower
than we expect, our quarterly operating results may not meet the expectations of
public market analysts or investors, which could cause the market price of our
common stock to decline. Our quarterly results may fluctuate in the future as a
result of many other factors, including the following:

o    Our ability to retain our existing customers and to attract new
     e-businesses, VARs and CSPs;
o    Customer acceptance of our pricing model;
o    Changes in the level of demand for our products or services;
o    Our success in expanding our sales and marketing programs;
o    The number, timing and significance of product enhancements and new product
     announcements by us or our competitors;
o    The length of our sales cycle;
o    The level of e-commerce transactions;
o    The evolution of related technology and the emergence of standards and
     competing technology; and
o    Changes in the level of our operating expenses.

These risks and uncertainties are particularly significant for companies such as
ours that are in the evolving market for Internet-based products and services.
In addition, other factors that may affect our quarterly results are set forth
elsewhere in these risk factors. As a result of these and other factors, our
revenues and expenses may not be predictable.

Due to the uncertainty surrounding our revenues and expenses, we believe that
quarter to quarter comparisons of our historical operating results may not be
meaningful and our historical operating results should not be relied upon as an
indicator of our future performance.

WE MAY NOT BE ABLE TO SECURE FUNDING IN THE FUTURE NECESSARY TO OPERATE OUR
BUSINESS AS PLANNED. We require substantial working capital to fund our
business. We have had and are experiencing significant operating losses and
negative cash flow from operations since the closing of the Reorganization and
expect this to continue for the foreseeable future. In addition, we may incur
significant capital expenditures in connection with our planned expansion of our
products and services. Our capital requirements depend on several factors,
including the rate of market acceptance of our products and services, our
ability to expand our customer base, increased sales and marketing expenses, the
growth of the number of our employees and related expenses and other factors. If
capital requirements vary materially from those currently planned, we will
require additional financing sooner than anticipated. If additional funds are
raised through issuance of equity securities, the percentage ownership of our
stockholders will be reduced, and these equity securities may have rights,
preferences or privileges senior to those of the holders of our common stock.
Additional financing may not be available when needed on terms favorable to us
or at all. If adequate funds are not available or are not available on
acceptable terms, we may be unable to develop or enhance our products and
services, adequately support and maintain relationships with key partners and
customers, take advantage of future opportunities or respond to competitive
pressures.

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WE MAY BE UNABLE TO ADEQUATELY DEVELOP A PROFITABLE PROFESSIONAL SERVICES
ORGANIZATION, WHICH COULD AFFECT BOTH OUR OPERATING RESULTS AND OUR ABILITY TO
ASSIST OUR CLIENTS WITH THE IMPLEMENTATION OF OUR PRODUCTS. We cannot be certain
that we can attract, retain or successfully manage a sufficient number of
qualified professional services personnel. We believe that growth in our product
sales depends on our ability to provide our clients with these services and to
attract and educate third-party consultants and service providers to provide
similar services. As a result, we expect to significantly increase the number of
our services personnel to meet these needs. New services personnel will require
extensive training and education and take time to reach full productivity.
Competition for qualified services personnel with the appropriate
Internet-specific knowledge is intense. We are in a new emerging market, and a
limited number of people have the skills needed to provide the services that our
customers demand. To meet our needs for services personnel, we may also need to
use more costly third-party service providers and consultants to supplement our
own professional services organization. We cannot be certain that our
professional services revenue will exceed professional services costs in future
periods. Difficulties we may encounter in managing our growth could adversely
affect our results of operations.

ITEM 1. BUSINESS

                                     General

SecureCare Technologies, Inc. formerly eClickMD, Inc., formerly known as
Link.com, Inc. and Center Star Gold Mines,Inc. (the Company or eClickMD) was
incorporated in Idaho in 1961, for the primary purpose of exploring for
commercial gold deposits and operated under the name of Center Star Gold Mines,
Inc. (CSGM). The Company had owned various unpatented mining claims near
Grangeville, Idaho, from 1962 until the last mining claim was abandoned in 1995.
The claims were abandoned because the Company did not have adequate working
capital in order to pay the annual maintenance fee of $100 per mining claim to
the U.S. Bureau of Land Management. From 1995 until the reorganization with
Link.com, Inc. the Company was inactive. During 1998 the Company changed its
domicile to the State of Nevada and is now a Nevada Corporation, and effected a
one-for-four reverse split of the outstanding shares of common stock effective
on August 12, 1998.

                             The Company's Business

Link.com, Inc., a privately held Nevada corporation (Link.com), was founded to
develop Internet software products for use by physicians and other health care
providers. This company was originally incorporated in Nevada on May 12, 1999.
On August 31, 1999, this company purchased the assets and liabilities of two
entities: National Health Care Information Systems, LLC, a Texas limited
liability company (National Health Care) organized on November 4, 1998, and
Venture Information Systems, LLC, a Texas limited liability company (Venture
Information), organized on August 7, 1996. National Health Care was organized to
develop a product known as scanware, which was designed to scan specific
documents for clinical tracking of patient care and the financial reporting
resulting from a patient's care. There have been limited sales of this product.
Venture Information was created to develop and implement the Company's first
software known as DocLink.

                      The September 20, 1999 Reorganization

On September 20, 1999, CSGM entered into an Agreement and Plan of Reorganization
(the Reorganization Agreement) with Link.com, Inc. Pursuant to the
Reorganization Agreement, the shareholders of privately-held Link.com agreed to
exchange 100% of the issued and outstanding shares of common stock or 25,000
shares, in exchange for 10,388,898 shares of CSGM's common stock with a par
value of $0.001 (the Common Stock). For accounting purposes, the acquisition of
Link.com by CSGM is treated as a recapitalization of Link.com with Link.com as
the acquiror (a reverse acquisition). Accordingly, the historical financial

                                       10
<PAGE>

statements are those of Link.com and its predecessors, Venture Information and
National Health Care. Subsequent to the merger, the Board of Directors of CSGM
approved a reverse split of the outstanding shares at the rate of one share for
every 4.5 shares outstanding. The Board of Directors also approved a change of
CSGM's name to Link.com, Inc. in September, 1999. Pursuant to a Written Consent
in Lieu of a Special Meeting of Shareholders dated May 26, 2000, the following
actions were taken: the Company's name was changed to eClickMD, Inc., and the
Company's authorized capital stock was increased to 65,000,000 shares including
a series of blank check preferred stock consisting of 15,000,000 shares.

                            Chapter 11 Reorganization

On May 13, 2003 (the "Commencement Date") the Company filed a voluntary petition
under Chapter 11 of Title 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Western
District of Texas (the "Bankruptcy Court"), Case No. 03-12387. During the course
of its Chapter 11 proceeding, the Company operated its business and managed its
assets as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.

On August 6, 2003, the Company filed a proposed Disclosure Statement and Joint
Plan of Reorganization, dated August 5, 2003, (the "Plan") with the Bankruptcy
Court. On October 23, 2003, after notice and a hearing, the Bankruptcy Court
signed the Disclosure Statement Order, approving the Company's Disclosure
Statement. On October 24, 2003, the Debtors commenced the solicitation of
holders of claims entitled to vote to accept or reject the Plan. On December 2,
2003, after notice and a hearing, the Bankruptcy Court entered its Findings of
Fact, Conclusions of Law and Order confirming the Debtor's Joint Plan of
Reorganization dated as of August 5, 2003 (the "Confirmation Order"). The Plan
became final and non-appealable on December 13, 2003. The Effective Date of the
Plan is December 15, 2003.

A copy of the Plan (as amended by the Bankruptcy Court's Confirmation Order) is
incorporated by reference. Capitalized terms used but not defined herein shall
have the meaning assigned to them in the Plan.

The Bankruptcy Court's Confirmation Order is also incorporated herein by
reference.

The following is a summary of the material features of the Plan and is qualified
in its entirety by reference to the Plan itself.

Among other things, the Plan generally provided that all existing equity
interests and rights in the Debtor would be cancelled. The Debtor's sole Secured
Creditor received Ninety Seven and One-Half Percent (97.50%) of the New Common
Shares of the reorganized Debtor. Unsecured Creditors received Two and One-Half
Percent (2.50%) of the New Common Shares of the reorganized Debtor, a cash
dividend equal to Two and One-Half Percent (2.50%) of the amount of their
Allowed Claim, and an assignment of the Debtor's rights under a pre-petition
judgment in the amount of approximately $1 million, entered in favor of the
Debtor. Equity interest holders in the Debtor each will receive 150 shares of
New Common Stock (after adjusting for the 1.5 for 1 forward stock split),
regardless of the size of their pre-petition equity interests. Post-Petition
secured loans to the Debtor shall continue for one (1) year following the
Confirmation Date in accordance with the terms of the Court's Order Authorizing
Post-Petition Financing, and pursuant to the forms of Post-Petition Senior
Secured Promissory Notes attached as exhibits to the Disclosure Statement.

                                Subsequent Events

On January 19, 2004, the Board of Director's of eClickMD, Inc. approved a 1.5
for 1 forward Common Stock Split (the "Stock Split"). On January 19, 2004, the
shareholder holding shares representing more than a majority of the shares of
Common Stock entitled to vote consented in writing to the Stock Split. The Stock
Split increased the number of shares of Common Stock issued and outstanding, as
approved in The Plan, from 10,000,000 to 15,000,000.

                                       11
<PAGE>

On January 19, 2004 the Board of Director's of eClickMD, Inc. determined to
change the name of the Company to SecureCare Technologies, Inc (SCTI). The
purpose of the name change was to more accurately reflect the Company's present
business and its activities as well as to facilitate the future development of
its business. Approval of the name change required the affirmative consent of at
least a majority of the outstanding shares of the Common Stock of the Company.
The shareholder entitled to vote more than a majority of all the shares of
Common Stock entitled to vote consented to the name change on January 19, 2004.

On January 20, 2004, the Board of Directors approved the issuances of 2,350,000
shares of Common Stock of the Company to Directors, Officers and Employees of
the Company and 2,000,000 shares of Common Stock as consulting shares pursuant
to an agreement by and between the Company and Gryphon Financial Securities
Corporation. For more detailed information see Item 11. Security Ownership of
Certain Beneficial Owners and Management.

Regarding both the Stock Split and the Company name change, the Company filed a
Preliminary Information Statement with the Securities and Exchange Commission on
January 24, 2004 and a Definitive Information Statement on February 3, 2004.

The Company filed an Amendment to its Corporate Charter with the State of Nevada
on February 24, 2003 affecting the Stock Split and the name change of the
Company to SecureCare Technologies, Inc. A copy of the Certificate of Amendment
to the Articles of Incorporation is attached as Exhibit 3.7 and incorporated
herein by reference.

                               Industry Background

Healthcare is still a highly fragmented, local industry. Nearly half of the
nation's 600,000 physicians work in practices with only one or two doctors and
most of the country's 5,000 hospitals operate independently, according to the
American Medical Association (Gravitz, 2000). However, annual spending for
healthcare was more than $1 trillion in 1996 and was expected to grow at an
unprecedented pace. According to the Centers for Medicare & Medicaid Services
(CMS), formerly Health Care Financing Administration (HCFA), health care
spending is expected to reach $2.1 trillion by 2007. It is expected that
spending on healthcare will represent 17 percent of the GDP in 2007 (Whitten,
Steinfield & Hellmich, 2001).

Healthcare is one of the most paper-intensive industries. In fact, some industry
analysts say that inefficiencies account for as much as 25% of this $1.3
trillion industry (Cunningham, 2000). With no single entity that could enforce
technology guidelines, the government stepped in to mandate technology security
and patient confidentiality in 1996. Enforcement of the Health Insurance
Portability and Accountability Act ("HIPAA") is forcing latent technology
adopters to move quickly, or risk stiff penalties for non-compliance. While a
few healthcare organizations are well on their way to implementing HIPAA-ready
technology, the vast majority underestimated the amount of time they will need
to comply (Lanser, 2001). This has caused a heightened sense of urgency within
the healthcare industry to move quickly to adopt HIPAA-ready technology. HIPAA
was enacted by Congress and signed into law in August, 1996. This act primarily
addressed the protection of health insurance coverage when an individual changed
or lost their job. In addition, HIPAA included the Administrative Simplification
Act, which was intended to simplify and standardize the transmission of
information between and among health plans, providers and payors. At the same
time the Act addressed the privacy and security of an individual's health
information.

The Act is implemented through regulations, some of which have been established
and some of which are still being formulated by the accountable federal
agencies. The earliest mandated implementation of any of the regulations was

                                       12
<PAGE>

October, 2002 for the transmission of certain information between health plans,
providers and payors. The U.S. Department of Health and Human Services predicts
that unifying the healthcare market with a standardized technology solution
would save the industry over $29.9 billion during the next 10 years. However,
there hasn't been a universal technology solution that could enable one
healthcare professional to easily share information with another until SCTI.

                               Market Opportunity

The Market Size

Our initial market opportunity is significant and consists of:

o    Approximately 46,000 provider locations of home healthcare agencies (HHA)
     durable medical equipment providers (DME)and Hospices
o    Approximately 200,000 physicians that refer patients to HHA, Hospice, and
     DME providers
o    More than 8.5 million Medicare patients that use home healthcare service
     each month
o    Over $3 billion dollars in annual revenue potential for SCTI applications.

The Business Problem

For home health providers, processing patient care documents means spending
hours completing forms, fixing errors, resubmitting corrected forms, and
mailing, faxing, or hand delivering them to physicians for required signature.
Getting physicians' signatures means waiting weeks, or even months. And home
health providers cannot bill Medicare for their services until the original
signature is received back from the physician. This has a significant negative
effect on a provider's cash flow.

For physicians the problem is compounded because their office is overburdened
more than ever by the hassles of manually processing patient care documents they
receive from Home Healthcare Agencies, Hospice, and Durable Medical Equipment
suppliers. Constant errors. Endless corrections. Increased risks. Missed
revenue. These headaches and others waste the physician's time and increase
their overhead. What's more, most physicians miss billing for key Medicare codes
associated with the paperwork from HHA's and Hospices resulting in the loss of
significant revenue. For example, an average family practice physician with 20
Medicare patients per month that they certify for home healthcare leaves
approximately $18,000 a year in revenue on the table because of the ineffective
paper process and the inability to bill Key Medicare Codes.

Our Solution

SecureCARE Technologies currently delivers two HIPAA Ready, Internet-based
document exchange applications -- SecureCARE(TM) for Home Healthcare Agencies,
Hospice, and Durable Medical Equipment providers and SecureMD(TM) for physicians
and clinics. These applications allow for exchange of every type of patient care
document with push-button speed and ease-of-use. Using the applications,
healthcare providers enjoy a complete end-to-end online system that allows them
to electronically send, sign, receive, track, manage, and file all documents --
thereby, positively impacting their workflow productivity, risk prevention and

                                       13
<PAGE>

profitability. There is no other electronic document application available today
that delivers the same level of workflow functionality and operational benefits.
More importantly, the SecureMD application tracks billable activities for the
physician that are usually overlooked and can add significant revenue for the
physician practice. The software's ability to track and manage these activities
is a key driver for physician adoption of our software.

Bonus Benefit For Home Healthcare Providers

Unlike any other electronic document management system available today,
SecureCARE gives home health providers a new way to build physician
relationships. First, because physicians using SecureMD will find it easier to
do business with health care providers that use SecureCARE. Secondly, because
the system automatically tracks physicians' Care Plan Oversight (CPO) time for
Home Health and Hospice, and Home Healthcare Certification and Recertification,
physicians will enjoy a new opportunity to capture lost revenue. Home Healthcare
providers gain the reward of adding value to their physician relationships
thereby increasing their referrals.

Bonus Benefit For Physicians

Unlike any other electronic document management system available today, SecureMD
gives physician practices a new way to boost their profitability, by giving them
a unique way to track and bill Medicare for the time they spend on Care Plan
Oversight (CPO) for Homecare (Billing Code GO181 - $125* per event) and Hospice
(Billing Code GO182 - $130* per event). What's more, SecureMD tracks
Certification (Billing Code GO180 -$75* per event) and Recertification (Billing
Code GO179 - $57* per event) codes for homecare. Most physician practices do not
bill for these codes due to their inability to effectively track and manage the
paper flow from the homecare providers.

Here's one example of missed revenue opportunity: When a physician certifies 20
patients a month for homecare and submits these claims to Medicare it adds
approximately $18,000 - $30,000* a year to their practice revenue for work they
are already doing! Adding Recertifications and CPO billing increases their
revenue further. Now physicians can automatically capture this valuable source
of lost revenue with SecureMD without doing any more work.

* National averages from Medicare 2004

                        SCTI's Uniqueness in the Industry

SCTI believes that its applications are uniquely able to create economic
motivators for healthcare professionals. Engagement of our technology is secure,
simple and affordable. The Company's user-friendly technology requires no IT
resources for implementation or maintenance. Healthcare providers can install
the software and begin using the application in a matter of minutes. The
software is a light-footprint, Window's interface that resides on the client's
computer with all the processing and logic handled by SCTI's secure server
environment. Healthcare professionals are provided a HIPAA-ready workflow tool,
with access to archived documents, technical support, and real-time reports
without the need or the expense of an IT staff. The technology's simplicity
enables healthcare professionals to improve workflow efficiencies while
generating an audit trail of activities that result in HIPAA compliance.

                                       14
<PAGE>

      HIPAA Compliance Challenges                     SCTI Solutions
------------------------------------------- ------------------------------------
Limited Budgets                             Affordable monthly subscription fees
------------------------------------------- ------------------------------------
Limited Internal IS Resources               24x7 technical site support
------------------------------------------- ------------------------------------
Multiple Legacy Systems                     Open-platform technology using XML
                                            and HL7 standards for easy
                                            integration
------------------------------------------- ------------------------------------
Limited Technical Knowledge                 No Installation Required / Light
                                            Footprint on Client Side
------------------------------------------- ------------------------------------
Limited Knowledge of HIPAA Requirements     System is based on HIPAA standards
                                            and requirements. If using the SCTI
                                            system, there is no additional
                                            knowledge regarding HIPAA guidelines
                                            required to maintain compliance
------------------------------------------- ------------------------------------
Limited Resources for Archiving             All workflow documents passing
                                            Patient Data into the SCTI database
                                            platform are archived for user
                                            access throughout the term of the
                                            contract
------------------------------------------- ------------------------------------


                             The e-Commerce Business

Home Healthcare executives founded SCTI in 1996 to address inefficiencies in
workflow processes between agencies and physicians. The real bonanza and
incredible opportunity for the Company occurred when the U.S. government
released the Health Insurance Portability and Accountability Act (HIPAA), that
mandated Internet-based electronic storage and transmission of patient data be
standardized, secured, and subjected to rigorous privacy rules for providers
reimbursing on Medicare. SCTI launched a comprehensive effort to enhance its
e-signature and digital certificate technology to adhere to these standards.
Today, the Company has nine technology patents pending encompassing over 150
specific claims for managing and transmitting sensitive patient data, a very
significant accomplishment few others can claim. There are over 125 healthcare
professionals moving in excess of 21,000 patient documents annually through the
SCTI system today.

                                       15
<PAGE>

In November 2001 more great news for the company occurred when the government
fortuitously released an extremely complex security standard for patient privacy
mandating that healthcare providers maintain an audit trail of anyone viewing or
handling patient records. Failure to adhere to these regulations will result in
stiff legal and financial penalties for healthcare professionals. Mainstream
health professionals, who have procrastinated in the retooling of their
practices, are now scrambling to secure an affordable HIPAA-ready solution that
offers quick implementation and "out-of-the-box" usability.

The modifications to accommodate these regulations for healthcare professionals
are on a scale of the Y2K requirements business organizations had to deal with
for the new millennium. SCTI is positioned perfectly to capitalize on this
opportunity. The Company has the experience and the industry knowledge to
efficiently and economically transition healthcare providers to comply with
government regulations, and in the process become the undisputed industry leader
in healthcare technology.

The Company has transitioned its peer-to-peer software solution to a highly
scale-able platform for mid to large-sized enterprises. This new platform allows
the Company to leverage its home healthcare and physician network by adding
connections to medical equipment companies, pharmacies, nursing homes, hospices,
hospitals, research communities, lab companies and insurance payors, all of whom
must conform to HIPAA. This technology shift has been completed and pilot
programs are currently underway with leading healthcare providers.

A significant and distinct advantage SCTI has over other technology companies is
the ability to penetrate the coveted physician's desktop. Unlike other
HIPAA-ready solutions that focus on the billing side of a practice, SCTI
automates physician workflow at the point of patient-care management. This
difference enables healthcare professionals to meet regulatory compliance
without changing their normal workflow pattern. Typically, an intense paper or
fax transaction sequence occurs between physicians and healthcare providers to
manage the plan of care, report changes in condition, document verbal orders,
report clinical oversight and process billing activities.

                                  Our Products

SecureCARE Technologies currently delivers two HIPAA Ready, Internet-based
document exchange applications -- SecureCARE(TM) for Home Healthcare Agencies,
Hospice, and Durable Medical Equipment providers and SecureMD(TM) for physicians
and clinics. These applications have been engineered to allow for exchange of
every type of patient care document with push-button speed and ease-of-use.
Using the applications, healthcare providers are offered a complete end-to-end
online system that allows them to electronically send, sign, receive, track,
manage, and file all documents -- thereby, positively impacting their workflow
productivity, risk prevention and profitability. There is no other electronic
document application available today that delivers the same level of workflow
functionality and operational benefits.

The Company takes advantage of an open-architecture, modular approach to
developing software, which significantly reduces cost and development time for
follow on applications and integrations with Original Equipment Manufacturers
(OEMs). To safeguard sensitive data, SecureCARE employs digital certificates and
multi-level encryption technology.

In early November 2001, we began development of our third generation software.
The SecureCARE platform includes dynamic forms presentation and new user
features that are robust and user friendly. The SecureCARE document viewer and
forms presentation engine has been designed to accommodate larger enterprises in

                                       16
<PAGE>

today's healthcare sectors. This new, third generation technology, takes
advantage of the Windows(R) look and feel that is most common in today's
healthcare environment, and utilizes the Internet as the back-end communication
pipeline to the SecureCARE web services platform located in the data center. The
SecureCARE database serves up robust dynamic forms through a small Windows
client interface that is updated every time the user begins utilizing the
application. User authentication and login is verified by standard PKI (Public
Key) with digital certificates. If the users name and password do not match the
digital certificates criteria then the users access is disallowed. The digital
certificate is stored in a certificate vault and is only used during the current
user session. SecureCARE has filed for patent protection on the certificate
vault concept. This concept is truly innovative and allows for ease of use and
portability for the user. The certificate vault can accommodate other digital
certificates that are issued by other certificate authorities, (Verisign(TM),
Digital Trust(TM), Baltimore Security(TM), and many others). The vault concept
allows SecureCARE to manage the certificates for the user. The third generation
software is based on data manipulation and presentation to the dynamic forms.
This concept will allow SCTI to interface with already available data from other
healthcare software applications. The Company will be able to interface with
these large software vendors that have market penetration already established
and allows these vendors to become HIPAA ready at the same time. If the direct
interface solution is not feasible or physically cannot be implemented, the
Company has developed a solution to accommodate this problem. This solution
includes a printer driver that can be selected in all Windows applications that
converts any document into a XML image that the SecureCARE platform can
interpret and make presentable to the user in an image of the form.
Signature/Date templates can be created on this form image and then sent on to
the physicians and nurses for signatures. In July, 2003, the Company began
transitioning its peer-to-peer software solution to a highly scale-able platform
for mid to large-sized enterprises. This new platform allows the Company to
leverage its home healthcare and physician network by adding connections to
medical equipment companies, pharmacies, nursing homes, hospice, hospitals,
research communities, lab companies and insurance payors.

In summary, the Company offers an ASP model which allows the Company to
centralize technological operations into a single, high capacity point of
contact to customers through an Internet connection. Customers can begin
utilizing the software by a simple login onto the Company's web interface and
downloading a digital certificate and minimal software. All of the database
functions and product features are available and accessed via an Industry
standard web browser in a secure fashion. All associated patient, physician,
agency and other relevant data and documentation is stored on and accessed from
the Company's secured databases.

The Company has contracted with Inflow.net to house and maintain the Company's
server-farm which hosts our ASP application. Inflow.net's MAX architecture
begins with Inflow's direct connectivity to multiple Tier 1 backbones. Inside,
Inflow has built a fully redundant, self-healing network, which consistently
routes our customer traffic over the highest performance backbone. Inflow
engineers will constantly monitor and upgrade this architecture to stay ahead of
the bandwidth growth. If a backbone goes down, a local fiber gets cut or a
hardware component fails, our customers can still access the application through
a sophisticated fail over system. Inflow will protect the network perimeter with
a security product called Check Point FireWall-1TM, stateful inspection Internet
firewall technology. Residing at the lowest software layer, FireWall-1TM
inspects every packet that crosses our link to the Internet. A comprehensive
inspection policy will significantly reduce the chances of unauthorized access
to our data and applications. FireWall-1TM does not affect system performance
and is transparent to authorized users and applications.

                                       17
<PAGE>

Currently, the SCTI products are licensed to approximately 98 active physicians
and 27 home health care agencies located in Texas, Louisiana, North Carolina,
Pennsylvania, Florida, Minnesota, Wisconsin, Michigan and Oklahoma. Home Health
Care agencies are charged a base monthly rate based on the number of locations
utilizing the software. There is no charge to Physicians.

The Company intends to utilize the Internet to provide browser initiated
healthcare e-commerce solutions that facilitate the confidential, on-line
exchange of healthcare information for many participants in the healthcare
industry. Based on the technology and products in place, other applications can
be developed that will enhance the Company's position in both the physician's
office, home health agencies, and other providers such as nursing homes,
pharmacies, durable medical equipment providers, and information sites.

                                Product Evolution

The Company's first product, DocLink, was released in January 1997. This product
furnished health care providers with a means to send doctor's orders (and other
vital patient information) to a physician's office, where the orders would then
be reviewed and authorized by the physician on his or her desktop computer.
DocLink allowed a home care provider to scan a medical order and send it to a
physician. At the doctor's office, DocLink alerted the physician with a "you've
got mail" type icon, where the physician could read the order on the screen and
affix his or her electronic signature by invoking a password. DocLink
automatically delivered the signed order back to the home care provider and
automatically printed the order to be stored in the paper chart. While the
physician was reviewing orders, DocLink could provide him or her with a timing
routine, which also fed a database that furnished per-patient oversight billing
reports.

DocLink was a Microsoft Windows-based application operational on currently
available versions of Windows, and it provided an electronic link between
doctors and home health care agencies to expedite the processing of paperwork.
The electronic link consisted of original documents that must be electronically
sent to the physician, electronically signed by the physician, and returned to
the provider. A health care company clicked on a graphical button on a Windows
screen to scan a document into the software, and clicked on another graphical
button to send the orders/documents to the physician for review. The physician
logged into the system using his/her encrypted password and began reading and
signing the orders with electronic signature verification on the screen. Once
completed, DocLink automatically sent this information back to the health care
agency. The Company's services reduced administrative paperwork, resulting in
savings for our clients and significantly expedited the reimbursement process,
which directly resulted in a lower average number of outstanding accounts
receivable days for our clients. Research had shown that most physicians and
home health care agencies neglected the signature attainment portion of the
paper work process due to the overwhelming difficulties and liabilities
associated with the typical paper based process. Utilizing our software, at the
time, what was previously a difficult and tedious process was simplified and
expedited into a significant income-producing component of a physician's
business practice through implementation of the Care Plan Oversight (CPO)
billings.

Medicare increased CPO billing rates between 17% and 22% for the year 2000 to
get more physicians to bill and review documents coming from home health
agencies. Many physicians overlooked the CPO billings, primarily due to the
increased paperwork to manually track the billing. In a research report prepared
for the Massachusetts Medical Society regarding care plan oversight charges from
Medicare, it was reported that 89.8% of respondents do not submit these charges
for payment. There was a significant relationship between physician specialty

                                       18
<PAGE>

and whether or not a respondent submitted this charge. However, a very low
percentage of overall respondents submitted this charge. When asked, "Why not?"
the majority of respondents (57.6%) reported not being aware of this charge.
Forty two percent (42.4%) reported other reasons. The verbatim responses
indicated that the respondents did not submit this charge because: 1) the time
required is not worth the compensation, 2) they are not paid even when they do
submit the charge, and 3) insufficient time is spent on care plan oversight.
Fear of audit and lack of billing system capability was also mentioned. Our
software product, DocLink automatically tracked the time spent and produced
reports that could be used as the source document for billing. DocLink solved
these issues and passed HCFA and OIG (Office of Inspector General) audits
conducted by the Federal Government.

In September 1999 the Company launched its first Internet site with its first
completely Web based application called net.Care. This software provides
verification as to whether services rendered to a patient are eligible for
reimbursement. net.Care is a Web-enabled product that was developed by the
Company in conjunction with several clinical and administrative professionals in
home health care to verify whether services rendered by a provider to a patient
are eligible for reimbursement. In 1999, the HCFA implemented OASIS (the
Outcomes Assessment Information Set). The program allows home health care
providers to upload an OASIS file which is a project implemented by the HCFA.
The primary focus of the project was to improve the quality of care; however,
OASIS has become the financial determinant of reimbursement for home health
care. OASIS determines eligibility for Medicare as well as appropriateness of
care and actual payment rates. There are many instances in the assessment form
that allow the home health care agency to contradict other portions of the
assessment, albeit minor, thereby disallowing proper charges for payment.
net.Care, as an audit tool is designed to discover such discrepancies before the
information is sent to the state clinical regulatory agencies or HCFA. This
allows changes to be implemented prior to the submission of the data, all
performed in minutes, where a manual audit could take one to two hours.

net.Care reduces the labor costs associated with nurses spending several hours
reviewing data in a patient's paper chart and also the chances of claim
rejections for documentation deficiencies. net.Care is designed to detect
conflicting nursing responses, to assist with the coordination and preparation
of a patient's plan of care, to recognize patients who may not be eligible for
particular services and make suggestions for completion of the patient's plan of
treatment.

On June 30, 2000, the Company acquired certain assets of LuRo Associates, dba
Health Tech, Inc., a developer of financial and accounting software designed for
the health care industry. The Company continues to market and support LuRo's
nursing home billing management software called Facts2000. The Company has one
employee in Michigan who performs support and marketing duties in a home office
environment.

On November 15, 2000, the Company released its Internet based ASP software
product called ClickMD that enabled health care providers to communicate and
validate pertinent and private information to physicians and other ancillary
providers while keeping the data secure and reducing costs typically incurred in
the time and expenses to communicate such information manually. This product
furnished health care providers with a means to send doctor's orders (and other
vital patient information) to a physician's office, where the orders would then
be reviewed and authorized by the physician on his or her desktop computer.
ClickMD allowed a home care provider to scan in an order and send it to a
physician. At the doctor's office, ClickMD alerted the physician with a "you've
got mail" type icon, where the physician can read the order on the screen and
affix his or her electronic signature by invoking a password. ClickMD
automatically delivered the signed order back to the home care provider through
the ASP and automatically printed the order to be stored in the paper chart.

                                       19
<PAGE>

While the physician was reviewing orders, ClickMD could provide him or her with
a timing routine, which also fed a database that furnished per-patient oversight
billing reports.

                              Intellectual Property

Management believes that the SecureCARE business model and software products are
unique and patentable and the Company currently is working to secure patents and
the appropriate trademarks. The Company has already received patent pending and
trademark pending status on some of its current products and is currently filing
for intellectual property protection of current and envisioned product
developments and features. In October 2000 the Company was granted trademark
protection to SecureCARE, the brand name of its primary product line. Nine (9)
applications for patents have been filed as conversions of the original
provisional patent filing. However, no assurance can be given that any patent
will be granted, that any patent granted will provide meaningful protection, or
that any patent granted to the Company will not be found to infringe upon any
patents granted to others.

                             Our Technology Platform

The Internet has the full potential to design and deploy universal standards
such as those that govern email and electronic data transactions. Many major
vendors - especially Microsoft, IBM and Sun - have developed standards such as
XML (Extensible Markup Language) and SOAP (Simple Object Access Protocol) that
have been adopted by the World Wide Web Consortium (W3C) who is responsible for
defining Internet based standards. Committed to the efficiencies of universal
standards, the SecureCARE platform is built around Microsoft's revolutionary
..NET (Dot Net) framework within the standards and regulations of HIPAA (Health
Insurance Portability and Accountability Act) and HL-7 (Health Level Seven
messaging standards).

The SecureCARE platform provides multiple levels of data encryption and security
meeting the strictest regulatory guidelines of the Centers for Medicare and
Medicaid Services and the Food and Drug Administration.

Healthcare providers have been wrestling with coordination of care imposed by
the disparate software systems utilized by the typical patient's providers. To
overcome this hurdle, SCTI technology allows providers to inter-connect with
disparate databases housing patient information, retrieve identified data points
(pharmacy, laboratory, etc) and insert this data into an electronic "care
document".

The SCTI secure electronic "email" system transmits the care document and other
patient concerns between authorized parties. This electronic system enables the
patient's care team to coordinate patient care through the sharing of accurate,
real-time patient data between all authorized stakeholders.

SCTI's preeminent SecureCARE(TM) platform adds logic to data moving across the
system to expedite workflow and facilitate smarter decisions regarding patient
care. This innovative approach coupled with the fact that SecureCARE(TM)
technology works with existing workflow is defining new standards for technology
companies seeking to address the HIPAA regulation needs of the healthcare
industry.

                                   Competition

We believe that SecureCARE Technologies provides comprehensive workflow
automation tools between healthcare providers and physicians and that we have no
single direct competitor. Several companies compete in some of our business
segments. Trac Medical targets the electronic certificate of medical necessity

                                       20
<PAGE>

sector and is focused on the DME market. Trac Medical is a subsidiary of
AuthentiDate that is involved in several industry segments but they do not focus
strictly on healthcare. Trac Medical is currently seeking funds to continue
addressing the certificates of medical necessity (CMN) markets. Although they
have contracted with a large customer in the CMN market they have made no
significant progress in gaining physician adoption. McKesson Corporation
recently introduced a product that competes with SecureCARE in the HHA market.
McKesson is offering the product exclusively to its customer base. This solution
only works with the home health software from McKesson and does not integrate
with its own hosted software solution. In addition, this solution is expensive
and we believe that it has encountered substantial market resistance. Customers
of McKesson are pushing SecureCARE for their hosted solution and we are
currently in the final stages of developing an integrated solution to address
this area of practice. Verisign, Lexign and AuthentiDate are certificate
authority companies looking to expand into healthcare with their digital
certificate offerings. These companies are either extremely narrowly focused on
one specific niche or too generalized to take advantage of the wide
opportunities available in our sector.


                                       21
<PAGE>

                       Home Healthcare Provider Economics

Home Healthcare Providers are adopting SecureCARE based on the economics of
efficiency, cash flow and profitability as detailed below.

--------------------------------- ----------------------------------------------
HHA, Hospice & DME Advantages     SecureCARE Benefits
--------------------------------- ----------------------------------------------
Improves Workflow Efficiency      SecureCARE drives the highest level of office
                                  productivity in multiple ways:

                                  o Eliminates all time-consuming paper document
                                  sorting, filing, and hand mailing activities.

                                  o Allows DME's to electronically generate CMNs
                                  and complete on their computer or import from
                                  their practice management software, thereby,
                                  eliminating the hassles and wasted time of
                                  manual CMN creation.

                                  o Lets them send documents to physicians with
                                  a button-click instead of stamps, envelopes,
                                  or hand delivery.

                                  o Streamlines any back-and-forth document
                                  exchange between DME's and the physicians'
                                  offices. Significantly reduces errors on the
                                  physician side and redos that are common with
                                  most CMNs.

                                  o Speeds up the communication process from
                                  weeks down to minutes, because doctors just
                                  click a button to enter their eSignatures.

                                  o Files, logs, tracks, and organizes all
                                  patient care documents in one convenient
                                  location.

                                  o Allows for integrating SecureCARE with
                                  practice management software, for effortless
                                  data updates and virtual elimination of
                                  duplicate data entry.
--------------------------------- ----------------------------------------------
Reduces Risk                      SecureCARE delivers tight controls to support
                                  medical fraud risk management activities:

                                  o Ensures a HIPPA-ready and CMS-approved
                                  process for electronically exchanging signed
                                  documents

                                  o Logs a complete document audit trail,
                                  detailing who processed each document,
                                  what they did, and when they did it.

                                  o Reduces the errors common with paper-based
                                  forms processing systems.
--------------------------------- ----------------------------------------------
Boosts Profitability              SecureCARE immediately lowers operating costs
                                  and boosts revenue because it:

                                  o Eliminates all of the wasted time, hassles,
                                  delays, and errors of paper document exchange.


                                  o Eliminates the hard costs of faxing,
                                  mailing, and hand delivering, including
                                  stamps, envelopes, and staff travel time.

                                  o Frees staff to spend more time on patient
                                  care and less time processing paper documents.

                                  o Increases cash flow by speeding up the
                                  process in which the required physician
                                  signature is obtained shortening the billing
                                  cycle.

                                  o Increases referrals by making it easier and
                                  more desirable for doctors to do business with
                                  HHA's and Hospices.
--------------------------------- ----------------------------------------------

                                       22
<PAGE>

                              Physician Economics

Physicians are adopting SecureCARE based on the economics of efficiency, risk
reduction and increased profitability as detailed below.

--------------------------------- ----------------------------------------------
Physician Practice Advantages     SecureMD Benefits
--------------------------------- ----------------------------------------------
Improves Workflow Efficiency      SecureMD drives the highest level of office
                                  productivity in multiple ways:

                                  o Eliminates all time-consuming paper document
                                  sorting, filing, and hand mailing activities.

                                  o Eliminates the common mistakes that cause
                                  document "redos" by electronically flagging
                                  errors.

                                  o Allows physician practices to receive every
                                  document in one centralized computer
                                  application from all Home Healthcare Agencies,
                                  Hospice, DMEs, Infusion Therapy providers,
                                  etc.

                                  o Allows access to files on any computer with
                                  Internet access.
--------------------------------- ----------------------------------------------
Reduces Risk                      SecureMD delivers tight controls to support
                                  medical fraud risk management activities:

                                  o Logs a complete document audit trail,
                                  detailing who processed each document, what
                                  they did, and when they did it.

                                  o Reduces the errors common with paper-based
                                  systems.

                                  o Uses HIPPA-ready digital certificates and
                                  true handwritten signatures stored in a
                                  digital vault.
--------------------------------- ----------------------------------------------
Boosts Profitability              SecureMD lowers operating costs and boosts
                                  practice revenue because it:

                                  o Eliminates all of the wasted time, hassles,
                                  delays, and errors of paper document exchange.

                                  o Frees physician and staff to spend more time
                                  on patient care and less time processing paper
                                  documents.

                                  o Provides an electronic tracking system for
                                  Home Healthcare Certifications,
                                  Recertifications, and Care Plan Oversight for
                                  HHA and Hospice: it automatically tracks and
                                  reports the billable time spent on these
                                  activities.

                                  o Costs nothing to use -- SecureMD is
                                  completely free for physicians and their staff
                                  complements of SecureCARE Technologies, Inc.
--------------------------------- ----------------------------------------------

                                     23
<PAGE>

                          Marketing and Sales Strategy

To accomplish our aggressive sales goals we have implemented three primary
strategies and tactics.

1. Create demand for SecureCARE from the physicians who refer patients to HHA,
Hospice, and DME providers (Family Practice, Internal Medicine, Oncology,
Cardiology, Orthopedics, and Urology are the top physician specialty admitters
in HHA, Hospice, and DME).

     o   Using our sales organization of both independent sales representatives
         (40) and our direct sales team (5), we identify and call on large
         regional physician groups that have a high referral base into Home
         Health, Hospice, and DME. We gain introduction to these groups from:

         Hospital based Home Health Agencies and DME Referrals from current
         physician base Practice Management Associations (National and State
         Chapters)

     o   Advertise and exhibit at key industry trade shows that focus on
         physician specialties that refer into HHA, Hospice, and DME.

     o   Hire additional direct sales people as funding allows and sales
         increase.

2. Market SecureCARE through the industry leading Group Purchasing Organization
(GPO) and Key industry Trade Associations

     o   In May 2003 we signed a marketing agreement with the Van G. Miller
         Group,the largest industry GPO in the home medical equipment market.
         The VGM Group has over 6,000 total member locations largely comprised
         of small to medium sized HME dealers. This represents 1/2 of all DME
         locations nationally. "VGM supports the use of SecureCARE because it
         can improve profitability, increase referrals, improve cash flow and
         improve operational efficiencies," explains Jim Schaefer, Vice
         President of Homecare Providers Co-op, who is coordinating the project.
         "HME providers can now remove paper from the cumbersome CMN process."

     o   Our plan is to secure endorsements from AAHomeCare, National
         Association of Homecare (NAHC), Medical Group Management Association
         (MGMA), American Academy of Family Physicians (AAFP) etc. Successful
         endorsements here will add significant credibility to our solution and
         place us square in front of the eyes of the industry leading physician
         and provider organizations thus increasing our opportunity to gain
         their business. We are at various stages of discussions with all of
         these organizations.

3. Integrate SecureCARE with the industry leading software vendors.

     o   Today we have already completed or started integrations with some of
         the biggest software vendors in the HME/HHA market. These include:
         CareCentric, Siemens, QS/1, Computers Unlimited, Computer Applications
         Unlimited, TeamDME, McKesson Information Solutions, and Brightree.
         Successful integration means two things.

         1.) Our customers will have greater workflow efficiencies
         2.) We open the door to market to the customer base of each software
             vendor

     o   Our plan is to eventually integrate with all software vendors. This
         will happen as we sign up more providers who use software from vendors
         we have not already integrated with. Integration with these vendors
         will be made even easier with the next version of SecureCARE, which is
         to be completed in the next several months.

In summary, SecureCARE is well positioned today to become the dominant
electronic document exchange with eSignature software application used by
physicians and the home healthcare providers they refer business to. The trend
to use eSignature technology in the industry is driven from the hospital market.
Internally many health systems are providing eSignature capacities to their
physicians and are demanding this type of business protocol. SecureCARE is the
only external solution available today that can close the final gap for going

                                       24
<PAGE>

paperless for the entire home healthcare market. Hospitals systems have strong
physician group relationships where we can leverage the use of our product.
Another trend is that physician reimbursement and salaries are declining. As a
result, doctors are aggressively searching for ways to make more money according
a study published in the March/April issue of the Journal of Health Affairs.
SecureMD, addresses this issue head on. A physician that uses our system can add
significant revenue to their practice without having to do more work. And it's
Free for them! What can be better than that for driving physician adoption!

                              Government Regulation

Participants in the healthcare industry are subject to extensive and frequently
changing regulation at the federal, state and local levels. The Internet and its
associated technologies are also subject to government regulation. Many existing
laws and regulations, when enacted, did not anticipate the methods of healthcare
e-commerce the Company is developing. The Company believes, however, that these
laws and regulations may nonetheless be applied to the Company's healthcare
e-commerce business. The Company believes that its products adhere to all
applicable regulations including CMS and HIPAA Internet based medical e-commerce
mandates. See Risk Factors above.

Current HIPAA Timelines:

The Health and Human Services Department (HHS) is continuing to develop,
publish, and ratify rules regarding HIPAA. The privacy rule was published on
December 28, 2000.
<TABLE>
<CAPTION>

Summary of the Current State of HIPAA Standards:

Standard                         NPRM Published?   Final Rule Published?   Compliance Date
------------------------------- ----------------- ----------------------- -----------------
<S>                              <C>                <C>                    <C>
Transactions and Code Sets       Yes. 05/07/1998      Yes. 08/17/2000        10/26/2002
------------------------------- ----------------- ----------------------- -----------------
National Provider Identifier     Yes. 05/07/1998      Yes. 01/23/2004        05/23/2008
------------------------------- ----------------- ----------------------- -----------------
National Employer Identifier     Yes. 06/16/1998      Yes. 05/31/2002        08/01/2005
------------------------------- ----------------- ----------------------- -----------------
Security                         Yes. 08/12/1998      Yes. 04/20/2003        04/21/2005
------------------------------- ----------------- ----------------------- -----------------
Privacy                          Yes. 11/03/1999      Yes. 12/28/2000        04/13/2003
------------------------------- ----------------- ----------------------- -----------------
National Health Plan             No Expected Date     No Expected Date     No Expected Date
Identifier
------------------------------- ----------------- ----------------------- -----------------
Claims Attachments               No Expected Date     No Expected Date     No Expected Date
------------------------------- ----------------- ----------------------- -----------------
Enforcement                      No Expected Date     No Expected Date     No Expected Date
------------------------------- ----------------- ----------------------- -----------------
National Individual Identifier       On Hold             On Hold              On Hold
------------------------------- ----------------- ----------------------- -----------------
</TABLE>


Current laws and regulations that may affect the healthcare e-commerce industry
relate to the following:

o    Confidential patient medical record information;

o    The electronic transmission of information from physicians' offices to
     agencies, pharmacies, and other healthcare providers;

                                       25
<PAGE>

o    The use of software applications in the diagnosis, cure, treatment,
     mitigation or prevention of disease;

o    Health maintenance organizations, insurers, healthcare service providers
     and/or employee health benefit plans; and

o    The relationships between or among healthcare providers.

                                    Employees

As of December 31, 2003, the Company had 11 full-time employees which included 3
employees in systems development and support, 6 employees in sales and customer
support, 1 employee in finance and accounting and 1 employee performing
executive and administrative functions. The Company also utilized one outside
consultant in the capacity of Chief Operating Officer and one outside Sales
Agent. The Company's ability to achieve its financial and operational objectives
depends on its ability to continue to attract, integrate, retain and motivate
highly qualified technical and customer support personnel. A competitive
environment exists for attracting such personnel. If the Company expands
operations, additional employees may be necessary.

ITEM 2. PROPERTIES

The Company's principal executive office is located in Austin, Texas in
approximately 3,900 square feet of leased office space. The company relocated to
new office space in June, 2002 and signed a short-term sub-lease with Catapult
Systems, Inc., an unaffiliated party. The Company chose to remain in the space
and on December 2, 2002 entered into a two-year lease agreement with
Avallon-Braker, LTD. Subsequent to execution of this lease the property was sold
to TK2 Rollingwood, LTD. Accordingly, on November 2, 2003, Avallon-Braker, LTD.
assigned and transferred its interest in the lease to TK2 Rollingwood, LTD. The
monthly lease rate is $5,852. The company believes that its facilities are
adequate for the Company's current operations and that additional leased space
can be obtained if needed.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our Common Stock is traded on the Nasdaq Over the Counter Bulletin Board (OTCBB)
under the symbol ECMDQ.OB. However, there has been only extremely limited
trading in the Common Stock since the Company filed its Chapter 11 Petition on
May 13, 2003. The following table sets forth the range of high and low prices as
reported on the National Quotation Bureau Pink Sheets for the periods indicated.
The quotations reflect inter-dealer prices without retail mark-up, mark-down or
commission, and may not necessarily represent actual transactions.

           Fiscal Year 2003                    High         Low
        --------------------------            ------       ------
        Quarter ended March 31                $0.19        $0.07
        Quarter ended June 30                 $0.09        $0.01
        Quarter ended September 30            $0.04        $0.006
        Quarter ended December 31             $0.006       $0.003


SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 13, 2003 (the "Commencement Date") the Company filed a voluntary petition
under Chapter 11 of Title 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Western
District of Texas (the "Bankruptcy Court"), Case No. 03-12387. During the course

                                       26
<PAGE>

of its Chapter 11 proceeding, the Company operated its business and managed its
assets as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.

On August 6, 2003, the Company filed a proposed Disclosure Statement and Joint
Plan of Reorganization, dated August 5, 2003, (the "Plan") with the Bankruptcy
Court. On October 23, 2003, after notice and a hearing, the Bankruptcy Court
signed the Disclosure Statement Order, approving the Company's Disclosure
Statement. On October 24, 2003, the Debtors commenced the solicitation of
holders of claims entitled to vote to accept or reject the Plan. On December 2,
2003, after notice and a hearing, the Bankruptcy Court entered its Findings of
Fact, Conclusions of Law and Order confirming the Debtor's Joint Plan of
Reorganization (the "Confirmation Order"). The Plan became final and
non-appealable on December 13, 2003. The Effective Date of the Plan is December
15, 2003.

In accordance with the terms of Article VI "Issuance of New Shares" of the
confirmed Plan the outstanding shares of eClickMD, Inc. Common and Preferred
Stock, approximately 32 million and 89 shares, respectively, were cancelled and
voided effective December 15, 2003 (the Effective Date). In addition, Article VI
required that as soon as possible after the Effective Date, the Company would
amend its Articles of Incorporation to change its name to SecureCare
Technologies, Inc. and to authorize the issuance of 10,000,000 shares of New
Common Stock at $.001 par value.

On January 19, 2004, the Board of Director's of eClickMD, Inc. approved a 1.5
for 1 forward Common Stock Split (the "Stock Split"). On January 19, 2004, the
shareholder holding shares representing more than a majority of the shares of
Common Stock entitled to vote consented in writing to the Stock Split. The Stock
Split increased the number of shares of Common Stock issued and outstanding, as
approved in The Plan, from 10,000,000 to 15,000,000. As of the date of this
filing, the Common Stock shares have not been issued.

On January 19, 2004 the Board of Director's of eClickMD, Inc. determined to
change the name of the Company to SecureCare Technologies, Inc. (SCTI). The
purpose of the name change was to more accurately reflect the Company's present
business and its activities as well as to facilitate the future development of
its business. Approval of the name change required the affirmative consent of at
least a majority of the outstanding shares of the Common Stock of the Company.
The shareholder entitled to vote more than a majority of all the shares of
Common Stock entitled to vote consented to the name change on January 19, 2004.

The Company filed a Preliminary Information Statement regarding the name change
and the stock split with the Securities and Exchange Commission on January 24,
2004 and a Definitive Information Statement on February 3, 2004.

The Company filed an Amendment to its Corporate Charter with the State of Nevada
on February 24, 2004 affecting the Stock Split and the name change of the
Company to SecureCare Technologies, Inc. A copy of the Certificate of Amendment
to the Articles of Incorporation is attached as Exhibit 3.7 and incorporated
herein by reference.

For Financial reporting purposes the total number of shares of Common Stock
issued and outstanding as of December 31, 2003 is 15,000,000 shares, reflecting
the 1.5 for 1 forward split of the Common Stock in February, 2004, as if such
had been effected as of December 31, 2003 and as if the shares had been issued
as of December 31, 2002, and as if the shares had been issud as of January 1,
2002. The outstanding shares at December 31, 2003 represent approximately 156
shareholders.

The Company has not declared or paid cash dividends on its Common Stock and
presently has no plans to do so. Any change in the Company's dividend policy
will be at the sole discretion of the Board of Directors and will depend on the
Company's profitability, financial condition, capital needs, future loan
covenants, general economic conditions, future prospects and other factors
deemed relevant by the Board of Directors. The Company currently intends to
retain earnings for use in the operation and expansion of the Company's business
and does not anticipate paying cash dividends in the foreseeable future.

                                       27
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the consolidated
financial statements of the Company and the notes thereto included elsewhere in
this Report on Form 10-KSB. The discussion in this section of this Report on
Form 10-KSB contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this section, those
discussed in Risk Factors and those discussed elsewhere in this Report on Form
10-KSB.

                                    Overview

SCTI management believes it is the leader in eSignature document workflow
technology and that its technology lowers infrastructure costs, drives workflow
efficiency, and increases profitability for physicians, home health care
agencies, and providers of durable medical equipment. Home health care
executives founded the Company in 1996 to address inefficiencies in workflow
processes between home health care agencies and physicians. That same year, the
U.S. government released the Health Insurance Portability and Accountability Act
(HIPAA) that mandated Internet-based electronic storage and transmission of
patient data be standardized, secured, and subjected to rigorous privacy rules.
SCTI quickly enhanced its digital certificate and e-signature technology to
comply with these HIPAA standards. Today, the Company has nine technology
patents pending for managing and transmitting sensitive patient data. Today, we
have 27 home health care agencies and 98 physicians transmitting approximately
21,000 patient documents annually.

The Company has developed and intends to provide a broad range of Web-based
healthcare electronic commerce services that will improve communication among
physicians, suppliers, and other providers; however, there can be no assurance
given that the Company will be successful in its development efforts. These
services using Internet technology in the healthcare electronic commerce
industry are subject to risks, including but not limited to those associated
with competition from existing companies offering similar services, rapid
technological change, development risks, management of growth and a minimal
previous record of operations or earnings.

On May 13, 2003 (the "Commencement Date") the Company filed a voluntary petition
under Chapter 11 of Title 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Western
District of Texas (the "Bankruptcy Court"), Case No. 03-12387. During the course
of its Chapter 11 proceeding, the Company operated its business and managed its
assets as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.

On August 6, 2003, the Company filed a proposed Disclosure Statement and Joint
Plan of Reorganization, dated August 5, 2003, (the "Plan") with the Bankruptcy
Court. On October 23, 2003, after notice and a hearing, the Bankruptcy Court
signed the Disclosure Statement Order, approving the Company's Disclosure
Statement. On October 24, 2003, the Debtors commenced the solicitation of
holders of claims entitled to vote to accept or reject the Plan. On December 2,
2003, after notice and a hearing, the Bankruptcy Court entered its Findings of
Fact, Conclusions of Law and Order confirming the Debtor's Joint Plan of
Reorganization dated as of August 5, 2003 (the "Confirmation Order"). The Plan
became final and non-appealable on December 13, 2003. The Effective Date of the
Plan is December 15, 2003.

                                       28
<PAGE>

The Company's continued existence depends upon the success of management's
efforts to meet all of the Company's obligations under the Plan and to raise
additional capital necessary to meet the Company's obligations as they come due
and to obtain sufficient capital to execute its business plan. The Company
intends to obtain capital primarily through issuances of debt or equity. There
can be no degree of assurance that the Company will be successful in completing
additional financing transactions.

                              Results of Operations

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002.

Revenues for the twelve months ended December 31, 2003 were $227,204 compared to
$322,586 for the same period in 2002. Fewer customers were billed in 2003 as a
result of a review of accounts receivable that was completed early in 2002,
where a significant number of customers with aged receivable balances were
assigned former client status and were no longer billable in 2003. In addition,
as the Company maximized available resources in 2002 and 2003, fewer sales and
marketing programs existed. Also resulting in lower revenue was a change in the
Company's billing model in mid-year 2002 were physicians were no longer charged
$35/month to use the SCTI software exclusively for document signing. The
bankruptcy of a premier customer, Interlink Home Health, in 2002 also resulted
in lower revenue in 2003. Interlink Home Health was the exclusive customer of
the net.Care (Oasis) product and is no longer using the service.

Management believes that revenues will grow significantly over the next twelve
to eighteen months if the Company is able to raise the additional capital
required to execute its marketing and sales strategy.

Operating expenses were $1,522,351 for the twelve months ended December 31, 2003
compared to $2,722,725 for the twelve months ended December 31, 2002. This 44%
decrease in operating expenses was primarily attributable to bad debt expense
incurred in 2002 resulting from the write-off of notes receivable for the
purchase of equity totaling $275,794 and non-cash expenses incurred in 2002 for
the issuance of common stock for financial consulting services. In addition, an
overall reduction in the number of employees in 2003 coupled with lower salaries
for the current employees (gross salaries were reduced approximately 35% on
March 16, 2003 in an effort to conserve cash resources going into the period of
reorganization) contributed to lower expenses.

Management expects that operating expenses will increase over the next twelve to
eighteen months if the Company is able to raise the additional capital required
to make the necessary investments in technology enhancements and in its planned
marketing and sales programs.

Other Income was $3,338,187 for the twelve months ended December 31, 2003.
During the second quarter of 2003, and in conjunction with preparing and filing
the required pre-petition debt data required to be filed with the Bankruptcy
Court upon filing the voluntary petition for reorganization under Chapter 11 of
the United States Bankruptcy Code on May 13, 2003, the Company determined that
the amounts previously recorded on certain accounts payable trade items needed
to be revised based on new estimates of amounts owed. Accordingly, the Company
lowered accounts payable and credited other non-operating income (other income)
in the amount of $68,645, resulting in a corresponding increase in net income
for the three-month and six-month periods ended June 30, 2003.

In addition, during the second quarter of 2003, Marion Robert Rice, a prior
director of eClickMD, Inc. made payment in full on notes outstanding and in
default between eClickMD, Inc. and Commercial National Bank ($360,000 Line of
Credit plus $21,797 in accrued interest) and Brady National Bank ($15,000 Loan
plus $876 in accrued interest). Mr. Rice personally guaranteed both of these

                                       29
<PAGE>

notes in prior periods when the loans were originated. Accordingly, the Company
eliminated the debt and accrued interest and credited other non-operating income
(other income), recognizing a gain on debt settlement of $397,673.

While under the protection of Chapter 11, the Company had the right to review
all executory contracts in place on the date of "the Filing" (May 13, 2003) and
either accept or reject these contracts in the proposed Plan of Reorganization.
On or about October 10, 2001, IBM Credit and the Company entered into a Term
Lease Master Agreement (TLMA) for approximately $260,000 in computer hardware
and the use of certain software and services. Pursuant to the TLMA, IBM Credit
and the Company entered into a Supplement dated on or about April 24, 2002. The
TMLA and the Supplement represented the official lease contract. The lease
contract was for a term of 48 months at a monthly rate of $6,583. The Company
recorded the lease contract as a capital lease and booked an asset and
corresponding capital lease obligation and sales tax payable in the amount of
$259,573. Under the protection of Chapter 11, the Company elected to reject the
lease contract and returned the leased hardware to IBM on August 28, 2003. On
August 28, 2003, the Bankruptcy Court approved an order granting "IBM Credit
LLC's Motion to Compel Assumption or Rejection of executory Contract". As of
August 28, 2003, the net book value of the equipment recorded as an asset under
the capital lease obligation totaled $14,413. As of August 28, 2003, the capital
lease liability totaled $183,078. Accordingly the company recognized a gain on
debt settlement (other income) totaling $168,667.

Under the terms of the Plan, each allowed unsecured claim holder (accounts
payable trade of $561,841 and other unsecured debt of $1,869,518) was allowed a
cash distribution equal to approximately two and one-half percent of the allowed
claim, to be paid on the Distribution Date, February 13, 2004. Therefore, in
December 2003, the Company recognized a gain on the amounts extinguished, or
approximately ninety seven and one-half percent of the allowed claims, resulting
in a gain on debt settlement of $2,370,028 (other income).

During the fourth quarter of 2003, and in conjunction with the year-end
accounting required based on the approved Plan of Reorganization, the Company
determined that certain amounts previously recorded as other liabilities needed
to be revised based on new estimates of amounts owed. Accordingly, the Company
lowered other liabilities and credited other non-operating income (other income)
in the amount of $298,702 resulting in a corresponding increase in net income
for the three-month and twelve-month periods ended December 31, 2003.

During the fourth quarter of 2003, and in conjunction with the year-end
accounting required based on the approved Plan of Reorganization, the Company
determined that certain amounts previously recorded as accounts payable needed
to be revised based on new estimates of amounts owed. Accordingly, the Company
lowered accounts payable and credited other non-operating income (other income)
in the amount of $34,473 resulting in a corresponding increase in net income for
the three-month and twelve-month periods ended December 31, 2003.

Interest expense for the twelve months ended December 31, 2003 was $136,592
compared to $467,125 in 2002. Lower interest expense in 2003 resulted primarily
from changes in the interest expense accrual resulting from the bankruptcy
filing. Principal and interest payments may not be made on pre-petition
unsecured debt without Bankruptcy Court approval or until a plan of
reorganization defining the repayment terms has been confirmed. The total
interest on the pre-petition unsecured debt that was not charged to earnings for
the period from May 14, 2003 to December 31, 2003 was $154,752. Such interest
was not accrued as the Bankruptcy Code generally disallows the payment of
interest that accrues post-petition with respect to pre-petition unsecured
claims. These lower expenses were partially offset by higher interest expense in
the first quarter of 2003 resulting from a higher debt load in year 2003 and
interest charges incurred for the quarterly amortization of deferred financing
charges and debt discount in relation to the private placement financings that
occurred in the second and third quarters of 2002.

                                       30
<PAGE>

                        Liquidity and Capital Resources

Net cash used by operating activities for the twelve-month period ended December
31, 2003 and 2002 totaled $928,091 and $1,634,811, respectively. Decreased net
uses of cash in 2003 resulted from lower operating expenses due to fewer
employees on payroll and lower financial consulting expenses.

Net cash provided by financing activities was $849,508 for the twelve months
ended December 31, 2003 and $1,440,434 for the twelve months ended December 31,
2002 and consisted primarily of borrowings on notes payable during 2003. During
2002, net cash provided by financing activities consisted primarily of
borrowings on notes payable and convertible notes and debentures.

Pre-Petition Debt
-----------------

On May 13, 2003 (the "Commencement Date") the Company filed a voluntary petition
under Chapter 11 of Title 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Western
District of Texas (the "Bankruptcy Court"), Case No. 03-12387. During the course
of its Chapter 11 proceeding, the Company operated its business and managed its
assets as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code. In its Bankruptcy filings, as of May 13, 2003, the Company
reported total liabilities subject to compromise and other priority claims of
$4,746,380.

On August 6, 2003, the Company filed a proposed Disclosure Statement and Joint
Plan of Reorganization, dated August 5, 2003, (the "Plan") with the Bankruptcy
Court. On October 23, 2003, after notice and a hearing, the Bankruptcy Court
signed the Disclosure Statement Order, approving the Company's Disclosure
Statement. On October 24, 2003, the Debtors commenced the solicitation of
holders of claims entitled to vote to accept or reject the Plan. On December 2,
2003, after notice and a hearing, the Bankruptcy Court entered its Findings of
Fact, Conclusions of Law and Order confirming the Debtor's Joint Plan of
Reorganization dated as of August 5, 2003 (the "Confirmation Order"). The Plan
became final and non-appealable on December 13, 2003. The Effective Date of the
Plan is December 15, 2003. On the effective date, December 15, 2003, liabilities
subject to compromise and other priority claims totaled $4,132,699.

Under the terms of the Plan, each allowed unsecured claim holder (accounts
payable trade of $561,841 and other unsecured debt of $1,869,518) was allowed a
cash distribution equal to approximately two and one-half percent of the allowed
claim, or approximately $60,784, to be paid on the Distribution Date, February
13, 2004. This amount is included in accrued liabilities at December 31, 2003,
reflecting the accrual for the cash distribution.

In addition, under the terms of the plan, the secured debt totaling $1,614,978,
was converted to 14,625,000 shares of Common Stock totaling approximately ninety
seven and one-half percent (97.5%) of the 15,000,000 shares of Common Stock
issued in the approved Plan (after adjusting for the 1.5 for 1 forward stock
split).

                                       31
<PAGE>

At December 31, 2003, administrative claims totaling $86,362 were included in
accrued payroll tax liabilities and accrued liabilities. Payment of these
administrative claims commenced no earlier than 60 days after the effective date
of the Plan (December 15, 2003).

Post-Petition Debt
------------------

On May 20, 2003, the Company issued a Senior Secured Promissory Note to Gryphon
Opportunities Fund I, LLC in the amount of $49,970 with interest at 5% per
annum, payable on demand. This note was issued pursuant to an approved order of
the Unites States Bankruptcy Court for the Western District of Texas, dated as
of May 19, 2003, approving post-petition financing by eClickMD, Inc. and
granting Gryphon Opportunities Fund I, LLC a superiority lien on effectively all
of the assets and intellectual property of eClickMD, Inc.

On June 3, 2003, the Bankruptcy Court approved an order granting eClickMD,
Inc.'s (the debtor's) motion to incur debt with priority over certain
administrative expenses, pursuant to 11 U.S.C. 364 C 1, with Gryphon
Opportunities Fund I, LLC. It was ordered that the debtor be and is authorized
to incur debt up to $315,803 from June 3, 2003 through September 30, 2003, by
executing the Financing Agreement.

In accordance with the Bankruptcy Court's approved order for Post-Petition
Financing, on June 4, 2003, the Company issued a Senior Secured Promissory Note
to Gryphon Opportunities Fund I, LLC in the amount of $89,072 with interest at
5% per annum, payable on demand.

On August 29, the Bankruptcy Court approved a second order granting eClickMD,
Inc.'s (the debtor's) second motion to incur debt with priority over certain
administrative expenses, pursuant to 11 U.S.C. 364 C 1, with Gryphon
Opportunities Fund I, LLC. It was ordered that the debtor be and is authorized
to incur an increased amount of debt, up to $425,457 from May 20, 2003 through
September 30, 2003, by executing the Financing Agreement.

In accordance with the Bankruptcy Court's approved orders for Post-Petition
Financing, on July 1, 2003, August 1, 2003 and September 5, 2003 the Company
issued Senior Secured Promissory Notes to Gryphon Opportunities Fund I, LLC in
the amounts of $70,494, $89,084 and $67,152, respectively, with interest at 5%
per annum, payable on demand.

On October 6, 2003, the Bankruptcy Court approved a third order granting
eClickMD, Inc.'s (the debtor's) third motion to incur debt with priority over
certain administrative expenses, pursuant to 11 U.S.C. 364 C 1, with Gryphon
Opportunities Fund I, LLC. It was ordered that the debtor be and is authorized
to incur debt up to $319,923 from October 1, 2003 through December 31, 2003, by
executing the Financing Agreement.

In accordance with the Bankruptcy Court's approved orders for Post-Petition
Financing, on October 9, 2003, October 24, 2003 and November 13, 2003 the
Company issued Senior Secured Promissory Notes to Gryphon Opportunities Fund I,
LLC in the amounts of $64,644, $50,000 and $64,074, respectively, with interest
at 5% per annum, payable on demand.

In accordance with the Bankruptcy Court's approved orders for Post-Petition
Financing, on December 17, 2003 the Company issued a Senior Secured Promissory
Note to York Avenue Holding Company in the amount of $66,000 with interest at 5%
per annum, payable on demand.

Post-petition borrowings approved by the court for the period of May 20, 2003
through December 31, 2003 total $745,380.

As of the date of this filing, borrowings under this post-petition financing
agreement total $610,490.

                                       32
<PAGE>

Under the terms of the approved Plan, Gryphon Opportunities Fund I, LLC (the
"Fund") was awarded 14,625,000 shares of Common Stock (after adjusting for the
1.5 for 1 forward stock split). The order required that the Fund distribute
approximately 195,000 shares of the 14,625,000 shares to the prior shareholder's
of the Company (150 shares each) on or before April 13, 2004. The Fund has also
agreed to transfer 495,000 shares of the 14,625,000 shares to an unaffiliated
party in settlement of a claim. Upon completion of these share distributions,
Gryphon Opportunities Fund I, LLC will retain 13,935,000 shares of Common Stock,
or 92.9% of the outstanding shares at December 31, 2003. Accordingly, the
Post-Petition notes issued to Gryphon Opportunities Fund I, LLC and York Avenue
Holding Company (an affiliate of Gryphon Opportunities Fund I, LLC) are
considered related party transactions.

The consolidated financial statements have been prepared on the assumption that
the Company will continue as a going concern. The Company sustained net
operating losses of $1,206,699 and $2,400,139 during the years ended December
31, 2003 and 2002, respectively, and has accumulated losses through December 31,
2003 of $9,602,041. Cash used in operating activities for the same periods
aggregated $928,091 and $1,634,811, respectively. Total liabilities at December
31, 2003 of $956,747 exceed total assets of $31,211. As of the date of this
report, the Company is unable to meet all of its short-term obligations as they
fall due, because of shortages of cash. On May 13, 2003 the Company filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Western District of Texas. The Company
emerged from Bankruptcy on December 15, 2003; however, the Company's continued
existence depends upon the success of management's efforts to raise additional
capital necessary to meet the Company's obligations as they come due and to
obtain sufficient capital to execute its business plan. The Company intends to
obtain capital primarily through issuances of debt or equity. There can be no
degree of assurance that the Company will be successful in completing additional
financing transactions

The consolidated financial statements do not include any adjustments to reflect
the possible effects on the recoverability and classification of assets or
classification of liabilities which may result from the inability of the Company
to continue as a going concern.

                                    Inflation

The Company believes that inflation generally has not had a material impact on
its operations or liquidity to date.

ITEM 7. FINANCIAL STATEMENTS

The consolidated financial statements of the Company are included herein
beginning on page F-1.

                                       33
<PAGE>

                                    PART III

ITEM 8. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth the age and position of each of the Company's
executive officers, directors and key employees at December 31, 2003:

Name                    Age     Position
-----                   ---     --------

Richard F. Corlin, MD    63     Chairman of the Board of Directors and Chief
                                Medical Officer

Robert Woodrow           62     President, Chief Operating Officer and Director

Allen Stamy              62     Director

Neil Burley              43     Chief Financial Officer

Eugene Fry               42     Vice-President, Product and Technology
                                Development

Dennis Nasto             45     Vice-President, Sales, Marketing and Customer
                                Support

N.K. "Skip" Best         52     Vice-President, Business Development

Richard F. Corlin, MD has been a director of eClickMD since September 23, 2000,
and became Chairman of the Board of Directors and Chief Medical Officer in
August, 2002. He is a gastroenterologist in private practice in Santa Monica,
California and was President of the American Medical Association ("AMA") from
July 2001 to July 2002. Prior to becoming President, Dr. Corlin served as
Speaker of the AMA's House of Delegates for five years. He has been active in
the affairs of the AMA for the past twenty years, having served for nine years
as a member and then Chair of the AMA Council on Long Range Planning and
Development. From 1994 to 1998, Dr. Corlin served as a member of the Advisory
Committee to the Director of the National Institute of Health. Dr. Corlin served
as President of the California Medical Association ("CMA") from 1992 to 1993,
was Vice Speaker and Speaker of the CMA House of Delegates for nine years, and a
member of its Board of Trustees for twelve years and chaired numerous committees
of the CMA including the Finance Committee, the Liaison Committee to State
Hospital medical staffs, and was an active member of the CMA Speakers Bureau on
Tort Reform. Dr. Corlin is a graduate of Rutgers University, and received his
M.D. degree from Hahnemann Medical College. Following residency training at
Hahnemann, Dr. Corlin served as a Lt. Commander in the United States Public
Health Service, Heart Disease and Stroke Control Program from 1968 to 1970, and
then took a gastroenterology fellowship at UCLA. He is a fellow of the American
College of Physicians, is a member of both the American Gastroenterology
Association and the American Society of Internal Medicine, and is a Past
President of the Southern California Society of Gastrointestinal Endoscopy. He
is also the Chairman of the Audio Digest Foundation, a provider of continuing
medical education to healthcare professionals, a member of the Board of
Governors of Marathon Multimedia, a subsidiary of Audio Digest Foundation that
provides information management solutions to medical societies, Chairman of
Landes Slezak Group, a subsidiary of Audio Digest Foundation that records sound
and video of professional association meetings, and an assistant clinical
professor at the University of California-Los Angeles School of Medicine. Dr.
Corlin was Vice Chairman of American Sound and Video in 2000 when it filed a
petition for reorganization pursuant to Chapter 11 under the U.S. Bankruptcy
Code. The proceeding was converted to Chapter 7 under the U.S. Bankruptcy Code
and the company was liquidated.

Bob Woodrow joined the board of directors in May, 2002 and has served as our
Chief Operating Officer since September 2002. He became President of the Company
on December 29, 2003. Mr. Woodrow has been an advisor and member of the Board of
Directors for numerous early stage information technology companies during the

                                       34
<PAGE>

last 10 years including XGear Technologies, Syrinex Communications Corporation
and Voice Technologies Group, Inc. - later sold to Intel Corporation. He last
served as a Director, President and CEO of VMI an International Learning Systems
and Market Research Company from 1990 to 1994. He held the office of Vice
President, CFO and COO of COMPUWARE Corp. a global software and professional
services company between 1986 and 1990. He also served as a Vice President and
General Manager of CIS Corp., at the time the nations 2nd largest leasing and
financial services company from 1984 to 1986. He joined AGWAY, Inc. in 1963 a
highly diversified Agricultural conglomerate and a Fortune 50 company and become
a Corporate Officer and Chief Information Executive through 1984. Mr. Woodrow
also served as the Chairman of the Curriculum Board for the Graduate School of
Business at Syracuse University where he completed his Ph.D. curriculum
requirements. He also holds a B.S. from Bentley College and an MBA from Cornell
University. He also served as a volunteer member of the Boards for the American
Red Cross and The Boy Scouts of America.

Allen Stamy has been a director of eClickMD, Inc. since August, 2002. From
February 1996 to the present, Mr. Stamy has served as the President and Chief
Operating Officer and more recently Chief Executive Officer of Audio-Digest
Foundation. He also provides management oversight to its subsidiary, Marathon
Multimedia, and to CME Unlimited, a medical conference capture and e-commerce
business. Prior to joining Audio-Digest Foundation, Mr. Stamy worked in
education and technology industries where he has had experience in sales,
product management, marketing and general management. He previously worked for
National Computer Systems from 1990 to 1995, Science Research Associates from
1988 to 1990, and IBM Corporation from 1967 to 1988. At IBM, he managed a full
product line including new product development and distributed products through
a national direct sales force, direct response marketing and complementary
third-party distribution channels. He specialized in opening the Pacific Rim
markets for IBM's small computers and peripherals and managed the small system
product portfolio. Mr. Stamy earned a Bachelor of Business Administration from
the University of Iowa and a Master's of Business Administration from the
University of Chicago. He is a director of MedePass Inc., which provides secure
transmission of medical information, a member of the Board of Governors of
Marathon Multimedia, and a Director of Landes Slezak Group. Mr. Stamy also was a
Director of American Sound and Video from 1998 to 2000, when it filed a petition
for reorganization under the U.S. Bankruptcy Code and later was liquidated, as
described above.

Neil Burley has served the Company as Chief Financial Officer since July 2002.
Mr. Burley is primarily responsible for the development of the Company's
financial model, optimization of cash flow and all aspects of finance and
accounting. He is a well-seasoned financial executive with over 20 years of
experience. Mr. Burley spent a significant amount of time at Pennzoil Company
where he held a variety of accounting and finance positions, including
responsibility for all internal and external (SEC) financial reporting for the
Manufacturing and Marketing Divisions. He joined Compaq Computer Corporation in
April 1996, and served as Director of Corporate Financial Planning and Analysis
in his last year at Compaq. In this role he functioned as a senior financial
advisor to the Chief Financial Officer and Corporate Controller of this Fortune
500 Company. He led a professional team in the development and preparation of
consolidated financial reports, board presentations, speech materials, quarterly
budgets, earnings targets and financial forecasts for all company regions and
business units. In May 2000, he left Compaq to accept equity participation and a
senior management role as VP Finance and Controller in the start-up of a managed
data storage services company, StorageProvider, Inc. In this role he assumed
financial leadership responsibility for the strategic planning, staffing,
budgeting, and management of the entire finance and accounting infrastructure.
Mr. Burley graduated from Louisiana State University and is a Texas Certified
Public Accountant.

Eugene Fry is primarily responsible for ensuring the competitive viability of
the Company's products. He joined the Company in 2001 and has over fifteen (15)
years of information technology experience spanning across system
analysis/engineering, sales, field service and operations. From 1996 to 1999 Mr.

                                       35
<PAGE>

Fry was employed by Turner Collie and Braden, a major engineering firm, where he
was responsible for designing and upgrading new technology and ensuring that
implementation was coordinated and successful throughout the organization's
multiple offices. Prior to that, from 1994 to 1996 he was employed by Pacific
Atlantic Group SA in Buenos Aires, Argentina, where he created an infrastructure
for a U.S. affiliate to distribute, market, and manufacture a vending machine
product in Argentina and other Latin American companies. Mr. Fry holds various
technical certifications and expertise in various protocols, operating systems,
and software. He holds a B. S. in Computer Science from Almeda University and
College.

Dennis Nasto has been employed with the Company since August 2003 and has over
twenty (20) years of executive experience in sales and marketing in the
healthcare industry. Prior to joining the Company, Mr. Nasto, from 2001 to 2002,
was Director of Sales at ResMed Corporation, a leading home health respiratory
equipment manufacturer. Mr. Nasto has been successful, during the past eighteen
(18) years in building high-energy sales teams at both small and large companies
including Kimberly-Clarke Professional Healthcare, a major medical/surgical
supply manufacturer, where he was employed as District Sales Manager from 1983
to 1991, and from STERIS Corporation, a leading medical device company, where he
held positions as Vice President of Sales-Americas, Vice President National
Accounts and Vice President of Sterilization Services from 1991 to 1998. From
2000 to 2001, Mr. Nasto also served as President of X10NET, a start up venture
that was focused on bringing Web-based workflow solutions to the physician
marketplace. Since joining the Company, Mr. Nasto has engaged over forty (40)
independent sales representatives, on behalf of the Company, along with two (2)
regional sales managers, significantly adding to the Company's sales force, and
making it, the Company believes, one of the largest sales forces in the home
health care software business.

N.K. "Skip" Best is primarily responsible for the development of new market
opportunities, strategies, strategic alliances and partnerships that expand the
opportunities for market growth for the technologies of SCTI. He joined the
Company on a full time basis on March 1, 2003. Mr. Best has over 25 years of
experience in healthcare information systems and medical devices. He has served
in executive management, business development and sales management positions
with technology companies such as HomeMed, a leading home telemonitoring vendor,
where he served as Vice President of the Focused Care Division, leading a team
of business development executives into the disease management and managed care
market; MedDiversified, a home care and infusion services company where he was
Vice President of Business Development, responsible for mergers and acquisitions
of infusion and home care companies; eMedSoft.com a diversified healthcare
information solutions and medical device company where he served as Vice
President of Sales; Co-founder of VidiMedix, a leading telemedicine technology
provider, where he served as Vice President for Field Operations and Sales;
ClinSoft, a clinical process re-engineering company that he founded and served
as CEO; He also held sales and sales management roles with Shared Medical
Systems (now Seimens Information Systems), Gerber Alley (Now McKesson HBOC) and
Becton Dickinson Immunodiagnostics where he served as both Regional and National
Sales manager for this laboratory equipment manufacturer. Mr. Best's experience
includes sales and development of products in home care, web applications for
healthcare, telemedicine and telemonitoring, nursing, laboratory, radiology,
pharmacy, managed care, disease management and all areas of the business office
and the accounting office within a healthcare organization. Mr. Best holds a
B.S. in Business Administration from Western Kentucky University.

The Company is not aware of involvement in any legal proceedings by its
directors or executive officers during the past five years that are material to
an evaluation of the ability or integrity of such director or executive officer.

                                       36
<PAGE>

Compliance with Section 16(a) of The Exchange Act.

No reporting person failed to file on a timely basis reports required by section
16(a) of the Exchange Act since such reporting persons became subject to such
reporting requirements during 2003.

Code of Ethics

Due to limited resources and the impact on its limited resources of the Chapter
11 Reorganization, the Company has not adopted a code of professional ethics for
its principal executive officer, principal financial officer or persons
performing similar functions. The Company intends to create and adopt its code
of ethics no later than the third quarter of 2004.

ITEM 9. CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report, we carried out an evaluation,
under the supervision and with the participation of our principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal financial
officer concluded that our disclosure controls and procedures are effective in
timely alerting him to material information required to be included in our
periodic SEC reports. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote.

In addition, we reviewed our internal controls, and there have been no
significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date of their last
evaluation.

                                       37
<PAGE>
<TABLE>
<CAPTION>

ITEM 10. EXECUTIVE COMPENSATION
                                                 Annual Compensation                     Long-Term Compensation
                                   ---------------------------------------------  ------------------------------------
                                                                                   Restricted   Common Shares
                                                                       Other         Stock        Underlying
                                                                       Annual        Awards    Options Granted    All
                                      Year      Salary      Bonus   Compensation   (# Shares)     (# Shares)     Other
                                     ------   ----------  --------  ------------  -----------  ---------------  ------
<S>                                    <C>       <C>            <C>           <C>    <C>                  <C>     <C>
Richard F. Corlin, MD (1) (2)          2003           0         0             0       60,000              0         0
Chairman and Chief Medical Officer     2002           0         0             0            0        225,000         0
                                       2001           0         0             0            0              0         0

Robert Woodrow (1) (3)                 2003      39,000         0             0      187,500              0         0
President, Chief Operating Officer     2002      16,000         0             0      375,000        900,000         0
   and Director                        2001           0         0             0            0              0         0

Allen Stamy, Director (1) (4)          2003           0         0             0            0              0         0
                                       2002           0         0             0            0        150,000         0
                                       2001           0         0             0            0              0         0

Neil Burley (1) (5)                    2003      67,773         0             0            0              0         0
Chief Financial Officer                2002      79,282         0             0            0              0         0
                                       2001      14,564         0             0            0        300,000         0

Eugene Fry (1) (6)                     2003      69,693         0             0            0              0         0
Vice-President, Product and            2002      78,203         0             0            0              0         0
   Technology Development              2001      14,167         0             0            0        318,240         0

Dennis Nasto (7)                       2003      29,959         0             0            0              0         0
Vice-President, Sales, Marketing       2002           0         0             0            0              0         0
   and Customer Support                2001           0         0             0            0              0         0

N.K. "Skip" Best (8)                   2003       5,000         0             0            0              0         0
Vice-President, Business Development   2002           0         0             0            0              0         0
                                       2001           0         0             0            0              0         0

Marion Robert Rice (9)                 2003      26,062         0             0            0              0         0
Former Director and CEO                2002      90,938         0             0            0              0         0
                                       2001      90,000         0             0            0              0         0

Andy W. McBee (10)                     2003           0         0             0            0              0         0
Former Director                        2002           0         0             0            0              0         0
                                       2001           0         0             0            0              0         0

Gary Humberson (1) (11)                2003           0         0             0            0              0         0
Former Director                        2002           0         0             0            0        150,000         0
                                       2001           0         0             0            0              0         0
</TABLE>

(1)  On May 13, 2003 (the "Commencement Date"), the Company filed a voluntary
     petition under Chapter 11 of Title 11 of the United States Bankruptcy Code
     (the "Bankruptcy Code") in the United States Bankruptcy Court for the
     Western District of Texas (the "Bankruptcy Court"), Case No. 03-12387. On
     December 2, 2003, after notice and a hearing, the Bankruptcy Court entered
     its Findings of Fact, Conclusions of Law and Order confirming the Debtor's
     Joint Plan of Reorganization dated as of August 5, 2003 (the "Confirmation
     Order"). The Effective Date of the Plan was December 15, 2003. In
     accordance with the terms of Article IV ("Treatment of Claims and
     Interests") and Article VI ("Issuance of New Shares") of the confirmed
     Plan, all existing equity rights in the Debtor (the "Company"), whether
     vested or unvested, including the Common Stock and Preferred Stock of the
     Debtor were cancelled on the Effective Date, December 15, 2003. All
     holdings by Directors and Officers of the Company of of Restricted Stock
     Awards and Common Stock underlying options granted were cancelled Effective
     December 15, 2003.

(2)  Dr. Corlin has been a director since September 23, 2000. He became Chairman
     of the Board and Chief Medical Officer in August, 2002. 60,000 shares of
     Common Stock were awarded to Dr. Corlin by the Board of Directors on March
     12, 2003 as a bonus award. These shares were cancelled effective December
     15, 2003. Excludes 500,000 shares of Common Stock awarded to Dr. Corlin by
     the Board of Directors on January 20, 2004, of which 250,000 shares will be
     forfeited if he resigns from the Board of Directors prior to January 20,
     2005.

                                       38
<PAGE>

(3)  Mr. Woodrow has been a director since May 13, 2002. Mr. Woodrow has served
     as Chief Operating Officer since September 1, 2002. He became President on
     December 29, 2003. For his services, Mr. Woodrow was hired as an outside
     consultant. He has been paid, on average, $3,000 per month in cash
     compensation plus all reasonable travel and other expenses related to the
     execution of his duties. 187,500 shares of Common Stock were awarded to Mr.
     Woodrow by the Board of Directors on March 12, 2003 in accordance with his
     original consulting contract. These shares were cancelled effective
     December 15, 2003. 375,000 shares of Common Stock and options to purchase
     750,000 shares of Common Stock were awarded to Mr. Woodrow by the Board of
     Directors on September 1, 2002 in accordance with is original consulting
     contract. The shares and options were cancelled effective December 15,
     2003. On May 13, 2002 Mr. Woodrow was granted options to purchase 150,000
     shares of Common Stock issued pursuant to the Company's 2000 Director's
     Option Plan. These options were cancelled on December 15, 2003. Excludes
     1,000,000 shares of Common Stock awarded to Mr. Woodrow by the Board of
     Directors on January 20, 2004, of which 500,000 shares will be forfeited if
     he resigns from the Board of Directors prior to January 20, 2005.

(4)  Mr. Stamy has been a director since August 8, 2002. Excludes 100,000 shares
     of Common Stock awarded to Mr. Stamy by the Board of Directors on January
     20, 2004, of which 50,000 shares will be forfeited if he resigns from the
     Board of Directors prior to January 20, 2005.

(5)  Mr. Burley has been Chief Financial Officer since July 2002. Excludes
     215,000 shares of Common Stock awarded by the Board of directors on January
     20, 2004 and reserved for issuance if Mr. Burley is still employed by the
     Company on October 1, 2004.

(6)  Mr. Fry has been a full time employee of the Company since October 2001.
     This excludes 200,000 shares of Common Stock awarded by the Board of
     Directors on January 20, 2004 and reserved for issuance if Mr. Fry is still
     employed by the Company on October 1, 2004.

(7)  Mr. Nasto has been Vice President of Sales, Marketing and Customer Support
     since August, 2003. Excludes 150,000 shares of Common Stock awarded by the
     Board of Directors on January 20, 2004 and reserved for issuance if Mr.
     Nasto is still employed by the Company on October 1, 2004.

(8)  Mr. Best was hired as Vice President of Business Development on March 1,
     2004. Prior to December 1, 2003, Mr. Best was working on behalf of the
     Company exclusively on a commission basis plus reimbursement for all
     reasonable travel and other expenses incurred on behalf of the Company.
     Effective December 1, 2003, Mr. Best was paid a recoverable draw against
     future commissions of $5,000 per month. Excludes 50,000 shares of Common
     Stock awarded by the Board of Directors on January 20, 2004 and reserved
     for issuance if Mr. Best is still employed by the Company on October 1,
     2004.

(9)  Mr. Rice served as President and Chief Executive Officer of eClickMD, Inc.
     since its Reorganization in September, 1999 through April 2003. Mr. Rice
     received cash compensation in Year 2001 of $7,500 and he accrued additional
     salary of $82,500 through December 31, 2001. Mr. Rice received cash
     compensation in Year 2002 of $42,188 and he accrued additional salary of
     $48,750 through December 31, 2002. Mr. Rice received cash compensation in
     Year 2003 of $26,062. Mr. Rice resigned as CEO of the Company on April 22,
     2003. Mr. Rice resigned as a director of the Company on September 10, 2003.

(10) Mr. McBee served as a director and Assistant Secretary from September 1999
     through November 2002. Mr. McBee resigned as a director of the Company on
     November 25, 2002.

(11) Mr. Humberson served as a director from October 2001 through April 2003.
     Mr. Humberson was granted options to purchase 150,000 shares of common
     stock issued pursuant to the Company's 2000 Director's Option Plan. These
     options were cancelled on December 15, 2003. Mr. Humberson resigned as a
     director of the Company on April 16, 2003.

                                       39
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of December 31, 2003 by (I) each of
our Directors, (ii) each of our Executive Officers, (iii) each person who is
known by us to own beneficially more than 5% of the common stock and (iv) all
Directors and Officers as a group.

Name                                     Number of Shares        Percentage
-------------------------                ----------------        ----------
Richard F. Corlin, MD (1)                               0                 0%

Robert Woodrow (2)                                      0                 0%

Allen Stamy (3)                                         0                 0%

Neil Burley (4)                                         0                 0%

Eugene Fry (5)                                          0                 0%

Dennis Nasto (6)                                        0                 0%

N.K. "Skip" Best (7)                                    0                 0%

Gryphon Opportunities Fund I, LLC (8) (9)      14,625,000              97.5%

All Directors and Officers as a Group                   0

(1)  Excludes 500,000 shares of Common Stock awarded to Dr. Corlin by the Board
     of Directors on January 20, 2004, of which 250,000 shares will be forfeited
     if he resigns from the Board of Directors prior to January 20, 2005.

(2)  Excludes 1,000,000 shares of Common Stock awarded to Mr. Woodrow by the
     Board of Directors on January 20, 2004, of which 500,000 shares will be
     forfeited if he resigns from the Board of Directors prior to January 20,
     2005.

(3)  Excludes 100,000 shares of Common Stock awarded to Mr. Stamy by the Board
     of Directors on January 20, 2004, of which 50,000 shares will be forfeited
     if he resigns from the Board of Directors prior to January 20, 2005.

(4)  Excludes 215,000 shares of Common Stock awarded to Mr. Burley by the Board
     of Directors on January 20, 2004, and reserved for issuance if Mr. Burley
     is still employed by the Company on October 1, 2004.

(5)  Excludes 200,000 shares of Common Stock awarded to Mr. Fry by the Board of
     Directors on January 20, 2004, and reserved for issuance if Mr. Fry is
     still employed by the Company on October 1, 2004.

(6)  Excludes 150,000 shares of Common Stock awarded to Mr. Nasto by the Board
     of Directors on January 20, 2004, and reserved for issuance if Mr. Nasto is
     still employed by the Company on October 1, 2004.

(7)  Excludes 50,000 shares of Common Stock awarded to Mr. Best by the Board of
     Directors on January 20, 2004, and reserved for issuance if Mr. Best is
     still employed by the Company on October 1, 2004.

(8)  Under the terms of the approved Plan, Gryphon Opportunities Fund I, LLC was
     awarded 14,625,000 shares of Common Stock (after adjusting for the 1.5 for
     1 forward stock split). The order requires that the fund distribute
     approximately 195,000 shares of the 14,625,000 share to the prior
     shareholders of the Company (150 shares each) on or before April 13, 2004.
     The Fund has also agreed to transfer 495,000 shares of the 14,625,000
     shares to an unaffiliated third party is settlement of a claim. Upon
     completion of these share distributions, Gryphon Opportunities Fund I, LLC
     will retain 13,935,000 shares of Common Stock, or 92.9% of the outstanding
     shares at December 31, 2003.

(9)  Excludes 2,000,000 shares of Common Stock issued on January 20, 2004 to
     Gryphon Financial Securities Corporation, an affiliate of Gryphon
     Opportunities Fund I, LLC, pursuant to the terms of a consulting agreement
     by and between the Company and Gryphon Financial Securities Corporation .

The address for each of the above individuals is 3001 Bee Caves Road, Suite 250,
Austin, Texas 78746, except for Gryphon Opportunities Fund I, LLC whose address
is 400 Royal Palm Way, Suite 300, Palm Beach, Florida, 33480.

                                       40
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Post-Petition Debt
------------------

On May 20, 2003, the Company issued a Senior Secured Promissory Note to Gryphon
Opportunities Fund I, LLC in the amount of $49,970 with interest at 5% per
annum, payable on demand. This note was issued pursuant to an approved order of
the Unites States Bankruptcy Court for the Western District of Texas, dated as
of May 19, 2003, approving post-petition financing by eClickMD, Inc. and
granting Gryphon Opportunities Fund I, LLC a superiority lien on effectively all
of the assets and intellectual property of eClickMD, Inc.

On June 3, 2003, the Bankruptcy Court approved an order granting eClickMD,
Inc.'s (the debtor's) motion to incur debt with priority over certain
administrative expenses, pursuant to 11 U.S.C. 364 C 1, with Gryphon
Opportunities Fund I, LLC. It was ordered that the debtor be and is authorized
to incur debt up to $315,803 from June 3, 2003 through September 30, 2003, by
executing the Financing Agreement.

In accordance with the Bankruptcy Court's approved order for Post-Petition
Financing, on June 4, 2003, the Company issued a Senior Secured Promissory Note
to Gryphon Opportunities Fund I, LLC in the amount of $89,072 with interest at
5% per annum, payable on demand.

On August 29, the Bankruptcy Court approved a second order granting eClickMD,
Inc.'s (the debtor's) second motion to incur debt with priority over certain
administrative expenses, pursuant to 11 U.S.C. 364 C 1, with Gryphon
Opportunities Fund I, LLC. It was ordered that the debtor be and is authorized
to incur an increased amount of debt, up to $425,457 from May 20, 2003 through
September 30, 2003, by executing the Financing Agreement.

In accordance with the Bankruptcy Court's approved orders for Post-Petition
Financing, on July 1, 2003, August 1, 2003 and September 5, 2003 the Company
issued Senior Secured Promissory Notes to Gryphon Opportunities Fund I, LLC in
the amounts of $70,494, $89,084 and $67,152, respectively, with interest at 5%
per annum, payable on demand.

On October 6, 2003, the Bankruptcy Court approved a third order granting
eClickMD, Inc.'s (the debtor's) third motion to incur debt with priority over
certain administrative expenses, pursuant to 11 U.S.C. 364 C 1, with Gryphon
Opportunities Fund I, LLC. It was ordered that the debtor be and is authorized
to incur debt up to $319,923 from October 1, 2003 through December 31, 2003, by
executing the Financing Agreement.

In accordance with the Bankruptcy Court's approved orders for Post-Petition
Financing, on October 9, 2003, October 24, 2003 and November 13, 2003 the
Company issued Senior Secured Promissory Notes to Gryphon Opportunities Fund I,
LLC in the amounts of $64,644, $50,000 and $64,074, respectively, with interest
at 5% per annum, payable on demand.

                                       41
<PAGE>

In accordance with the Bankruptcy Court's approved orders for Post-Petition
Financing, on December 17, 2003 the Company issued a Senior Secured Promissory
Note to York Avenue Holding Company in the amount of $66,000 with interest at 5%
per annum, payable on demand.

Post-petition borrowings approved by the court for the period of May 20, 2003
through December 31, 2003 total $745,380.

As of the date of this filing, borrowings under this post-petition financing
agreement total $610,490.

Under the terms of the approved Plan, Gryphon Opportunities Fund I, LLC was
awarded 14,625,000 shares of Common Stock (after adjusting for the 1.5 for 1
forward stock split). The order required that the fund distribute approximately
195,000 shares of the 14,625,000 shares to the prior shareholder's of the
Company (150 shares each) on or before April 13, 2004. The Fund has also agreed
to transfer 495,000 shares of the 14,625,000 shares to an unaffiliated party in
settlement of a claim. Upon completion of these share distributions, Gryphon
Opportunities Fund I, LLC will retain 13,935,000 shares of Common Stock, or
92.9% of the outstanding shares at December 31, 2003. Accordingly, the
Post-Petition notes issued to Gryphon Opportunities Fund I, LLC and York Avenue
Holding Company (an affiliate of Gryphon Opportunities Fund I, LLC) are
considered related party transactions.

ITEM 13. TREATMENT OF CERTAIN STOCK OPTIONS FOR DISPUTED SERVICES

In July 2001, the Company issued stock options as retainers for services and as
collateral for financing in connection with such services to Oxford Financial
and Mark Anthony Christini which were subsequently converted into common stock.
In September, 2001, the Company filed a complaint against Oxford Venture Fund,
L.L.C. and Karim Rajani, an agent of Oxford Venture Fund, L.L.C., alleging the
defendants had received Company stock options to purchase 412,500 shares as a
retainer and for the purpose of collateralizing financing for the Company, and
that the defendants then sold a portion of the stock thereby converting it to
their own use instead of using it for collateral. The Company sought
compensatory damages, exemplary damages and injunctive relief. The defendant's
appeared for a hearing to argue against the Court's in personam jurisdiction
over them as well as to argue against the need for injunctive relief. On
September 14, 2001, the Court granted a temporary injunction against the
defendants making sales of the Company's stock. At December 31, 2002, 2,700,000
shares were being restricted from transfer of which 900,000 shares are being
held in certificate form by the transfer agent. The defendants filed their
answer in this matter but refused to cooperate in discovery. As a sanction, the
court struck the Defendants' pleadings. On November 13, 2002 the court entered a
default judgment against the Defendants and called for a hearing on damages. The
parties appeared through counsel of record. On November 26, 2002 the court
Ordered, Adjudged and Decreed that SecureCare Technologies, Inc. have and
recover judgment of and against Oxford Venture Partners, LLC and Karim Rajani,
jointly and severally, in the sum of $1,019,250 plus interest at the rate of
1.51 percent per annum from the date of judgment until paid; plus $250,000 in
punitive damages; plus $19,000 in attorney's fees and all costs of suit. The
Defendants have filed a notice of appeal and their appellate brief was due on
May 5, 2003. As of this date, Defendants have not filed their brief and are at
risk of defaulting on the appeal. The Court ordered the Defendants to return
their SecureCare Technologies, Inc. stock to the United States Marshall in
Austin, Texas. About half of the shares were returned and were to be sold at
auction by the United States Marshall's office. Once the stock was sold, the
proceeds were to be applied to the Judgment balance. All outstanding shares and
options were cancelled on December 15, 2003 upon approval of the Plan of
Reorganization by the bankruptcy court. SecureCare Technologies, Inc. assigned
its rights to this judgment to its unsecured creditors in accordance with the
Plan of Reorganization.

                                       42
<PAGE>

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Board of Directors has reviewed the following audit fees the Company has
paid to the independent public accountants for purposes of considering whether
such fees are compatible with maintaining the auditor's independence. The policy
of the Board of Directors is to pre-approve all audit services performed by its
independent public accountants before the services are performed.

Audit Fees. Estimated fees billed for service rendered by KBA Group LLP for the
reviews of Forms 10-Q and for the audits of the consolidated financial
statements of the Company were $59,225 for 2003 and $56,763 for 2002.
Additionally, fees billed for tax related services in 2002 totaled $4,311.

                                       42
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits:

The following Exhibits are incorporated by reference to the filing or are
included following the Index to Exhibits.

Number   Description
------   -----------

3.1      Articles of Incorporation of the Company (1)

3.2      Articles of Amendment to Articles of Incorporation (1)

3.3      Bylaws of Company (1)

3.4      Joint Plan of Reorganization Dated August 5, 2003, as amended by the
         Bankruptcy Court's Confirmation Order dated December 2, 2003 (2)

3.5      The Bankruptcy Court's Confirmation Order dated December 2, 2003 (2)

3.6      Press Release Dated December 15, 2003 (2)

3.7      Articles of Amendment to the Articles of Incorporation filed with the
         State of Nevada on February 25, 2004

4.1      Post Petition Senior Secured Promissory Note dated October 9, 2003 by
         and between eClickMD, Inc. and Gryphon Opportunities Fund I, LLC in the
         amount of $64,644

4.2      Security Agreement dated October 9, 2003 by and between eClickMD, Inc.
         and Gryphon Opportunities Fund I, LLC

4.3      Post Petition Senior Secured Promissory Note dated October 24, 2003 by
         and between eClickMD, Inc. and Gryphon Opportunities Fund I, LLC in the
         amount of $50,000

4.4      Security Agreement dated October 24, 2003 by and between eClickMD, Inc.
         and Gryphon Opportunities Fund I, LLC

4.5      Post Petition Senior Secured Promissory Note dated November 13, 2003 by
         and between eClickMD, Inc. and Gryphon Opportunities Fund I, LLC in the
         amount of $64,074

4.6      Security Agreement dated November 13, 2003 by and between eClickMD,
         Inc. and Gryphon Opportunities Fund I, LLC

4.7      Post Petition Senior Secured Promissory Note dated December 17, 2003 by
         and between eClickMD, Inc. and York Avenue Holding Company in the
         amount of $66,000

4.8      Security Agreement dated December 17, 2003 by and between eClickMD,
         Inc. and Gryphon Opportunities Fund I, LLC

31.1     Certification by Neil S. Burley, Chief Financial Officer, pursuant to
         18 USC Section 1350, as adopted pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002

31.2     Certification by Robert Woodrow, President, Chief Operating Officer and
         Director, pursuant to 18 USC Section 1350, as adopted pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certifications by Robert Woodrow, President, Chief Operating Officer
         and Director and Neil S. Burley, Chief Financial Officer, pursuant to
         18 USC Section 1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002

(1)  Incorporated by reference to the Company's original registration statement
     on Form 10-SB, filed with the Securities Exchange Commission on January 11,
     1999, File No. 0-29804.

(2)  Incorporated by reference to the Company's Form 8-K, filed with the
     Securities and Exchange Commission on December 15, 2003, File No. 0-29804.

         B.   Reports on Form 8-K

              (a) On December 15, 2003 the Company filed a form 8-K, dated
              December 15, 2003 reporting under Item 3 that its Joint Plan of
              Reorganization (Dated August 5, 2003, as amended by the Bankruptcy
              Court's Confirmation Order dated December 5, 2003) was confirmed
              on December 2, 2003 and became effective on December 15, 2003.

                                       43
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                            Page
                                                                            ----

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.......................... F-1

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets at December 31, 2003 and 2002................... F-2

Consolidated Statements of Operations for the years
   ended December 31, 2003 and 2002......................................... F-4

Consolidated Statement of Changes in Shareholders' Deficit for
   the years ended December 31, 2003 and 2002............................... F-5

Consolidated Statements of Cash Flows for the years ended
   December 31, 2003 and 2002............................................... F-7

Notes to Consolidated Financial Statements.................................. F-9

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
SecureCare Technologies, Inc.
(formerly eClickMD, Inc.) and Subsidiaries

We have audited the accompanying consolidated balance sheets of SecureCare
Technologies, Inc. (formerly eClickMD, Inc.) and Subsidiaries as of December 31,
2003 and 2002 and the related consolidated statements of operations, changes in
shareholders' deficit, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of SecureCare
Technologies, Inc. (formerly eClickMD, Inc.) and Subsidiaries as of December 31,
2003 and 2002, and the consolidated results of their operations and their
consolidated cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.

As described in Note B, the accompanying consolidated financial statements have
been prepared assuming that the Company will continue as a going concern. The
Company has experienced recurring losses and has liabilities significantly in
excess of assets at December 31, 2003. The Company has generated recurring
negative cash flows from operations. Additionally, on May 13, 2003, the Company
filed a voluntary petition under Chapter 11 of Title 11 of the United States
Bankruptcy Code. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Unless the Company obtains additional
financing, it will not be able to meet its obligations as they come due and it
will be unable to execute its long-term business plan. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

KBA Group LLP
Dallas, Texas
April 9, 2004

                                      F-1
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2003 and 2002


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                  2003       2002
                                                                --------   --------
<S>                                                             <C>        <C>
Current assets
   Cash and cash equivalents                                    $  2,500   $ 85,204
   Accounts receivable - trade, net of allowance for doubtful
     accounts of $3,000 and $29,843 at December 31, 2003 and
     2002, respectively                                           16,767      7,590
   Other current assets                                            3,500     11,645
                                                                --------   --------
       Total current assets                                       22,767    104,439

Property and equipment, net of accumulated depreciation and
   amortization of $301,058 and $451,874 at December 31, 2003
   and 2002, respectively                                          2,593    107,088
Deferred financing fees, net of accumulated amortization of
   $85,654 and $78,345 at December 31, 2003 and 2002,
   respectively                                                       --      7,309
Other assets                                                       5,851     10,414
                                                                --------   --------

       Total assets                                             $ 31,211   $229,250
                                                                ========   ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-2
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                           December 31, 2003 and 2002



                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------
<TABLE>
<CAPTION>
                                                                      2003            2002
Liabilities not subject to compromise                             ------------    ------------
<S>                                                               <C>             <C>
 Current liabilities
    Current notes payable to related parties                      $    610,490    $         --
    Accounts payable - trade                                           176,949              --
    Accrued payroll tax liabilities                                     50,465          16,378
    Accrued liabilities                                                118,843              --
    Customer deposits                                                       --           1,325
                                                                  ------------    ------------
      Total current liabilities                                        956,747          17,703

Liabilities subject to compromise                                           --       4,843,106

Shareholders' deficit
   Preferred stock - $0.001 par value;
    15,000,000 shares authorized, 0
    shares and 75 shares issued and
    outstanding at December 31, 2003 and
    2002, respectively, with a
    liquidation preference of $10,000 per share                             --              --
   Common stock - $0.001 par value; 50,000,000 shares
   authorized, 15,000,000 and 31,786,032 shares issued
    and outstanding at December 31, 2003 and 2002, respectively         15,000          31,786
   Additional paid-in capital                                        8,661,505       6,845,144
   Accumulated deficit                                              (9,602,041)    (11,508,489)
                                                                  ------------    ------------
      Total shareholders' deficit                                     (925,536)     (4,631,559)
                                                                  ------------    ------------

      Total liabilities and shareholders' deficit                 $     31,211    $    229,250
                                                                  ============    ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-3
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                             2003            2002
                                                         ------------    ------------
<S>                                                      <C>             <C>
Revenues                                                 $    227,204    $    322,586

Operating expenses
   Cost of revenues                                           213,039         257,206
   Research and development costs                              58,793          58,460
   Selling, general and administrative                      1,120,040       2,073,288
   Bad debt expense                                            42,031         333,771
                                                         ------------    ------------

   Operating loss                                          (1,206,699)     (2,400,139)

Gain on debt settlement                                       397,672              --
Other income (expense)                                         68,645          (5,951)
Interest expense                                             (136,592)       (467,125)
                                                         ------------    ------------
   Income (loss) before reorganization items                 (876,974)     (2,873,215)
                                                         ============    ============

Reorganization items
   Gain on debt settlement                                  2,703,203              --
   Gain on rejected executory contract                        168,667              --
   Professional fees                                          (88,448)             --
                                                         ------------    ------------

   Net income (loss)                                     $  1,906,448    $ (2,873,215)
                                                         ============    ============

Net income (loss) per common share - basic and diluted   $       0.06    $      (0.10)
                                                         ============    ============

Weighted-average number of common shares outstanding -     31,343,387      29,945,600
   basic and diluted                                     ============    ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-4
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S DEFICIT
                 For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                            Preferred Stock                Common Stock             Additional
                                                       ---------------------------   --------------------------      Paid-in-
                                                         Shares          Amount        Shares         Amount         Capital
                                                       -----------    ------------   -----------    -----------    -----------
<S>                                                           <C>     <C>             <C>           <C>            <C>
Balance at December 31, 2001                                    --    $         --    25,682,052    $    25,682    $ 5,091,858
  Exercise of options for cash                                  --              --       452,000            452         68,548
  Conversion of notes payable                                   --              --     4,264,567          4,265        604,431
  Issuance of warrants in connection
    with debt financing                                         --              --            --             --         80,340
  Common stock issued with
    convertible debentures                                      --              --       637,413            637         95,828
  Issuance of stock options for services                        --              --            --             --         33,309
  Issuance of common stock for services                         --              --       750,000            750        219,250
  Write-off of receivables for the purchase of
    equity                                                      --              --            --             --             --
  Issuance of preferred stock in connection
    with private placement                                      75              --            --             --        750,000
  Direct expenses incurred in connection with
    the issuance of equity                                      --              --            --             --        (98,420)
  Net loss for the year                                         --              --            --             --             --
                                                       -----------    ------------   -----------    -----------    -----------
Balance at December 31, 2002                                    75              --    31,786,032         31,786      6,845,144

  Issuance of common stock for services                         --              --       262,500            263         32,987
  Issuance of preferred stock for conversion
    of notes payable                                            14              --            --             --        143,200
  Issuance of warrants in connection with conversion
    of debt to preferred stock                                  --              --            --             --          8,147
  Cancellation of stock in connection with
    reorganization                                             (89)             --   (32,048,532)       (32,049)        10,683
  Issuance of common stock in connection with
    reorganization                                              --              --    15,000,000         15,000      1,621,344

  Net income for the year                                       --              --            --             --             --
                                                       -----------    ------------   -----------    -----------    -----------
  Balance at December 31, 2003                                  --    $         --    15,000,000    $    15,000    $ 8,661,505
                                                       ===========    ============   ===========    ===========    ===========
</TABLE>

The accompanying notes are an integral part of this consolidated financial
statement.

                                      F-5
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

          CONSOLIDATED STATEMENTS OF SHAREHOLDER'S DEFICIT - CONTINUED
                 For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                  Accumulated       Notes
                                                    Deficit       Receivable        Total
                                                 ------------    ------------    ------------
<S>                                              <C>             <C>             <C>
Balance at December 31, 2001                     $ (8,635,274)   $   (275,794)   $ (3,793,528)
  Exercise of options for cash                             --              --          69,000
  Conversion of notes payable                              --              --         608,696
  Issuance of warrants in connection
    with debt financing                                    --              --          80,340
  Common stock issued with
    convertible debentures                                 --              --          96,465
  Issuance of stock options for services                   --              --          33,309
  Issuance of common stock for services                    --              --         220,000
  Write-off of receivables for the purchase of
    equity                                                 --         275,794         275,794
  Issuance of preferred stock in connection
    with private placement                                 --              --         750,000
  Direct expenses incurred in connection with
    the issuance of equity                                 --              --         (98,420)
  Net loss for the year                            (2,873,215)             --      (2,873,215)
                                                 ------------    ------------    ------------
Balance at December 31, 2002                      (11,508,489)             --      (4,631,559)
  Issuance of common stock for services                    --              --          33,250
  Issuance of preferred stock for conversion
    of notes payable                                       --              --         143,200
  Issuance warrants in connection with stock
    conversions                                            --              --           8,147
  Cancellation of stock in connection with
    reorganization                                         --              --         (21,366)
  Issuance of common stock in connection with
    reorganization                                         --              --       1,636,344

  Net income for the year                           1,906,448              --       1,906,448
                                                 ------------    ------------    ------------
  Balance at December 31, 2003                   $ (9,602,041)   $         --    $   (925,536)
                                                 ============    ============    ============
</TABLE>

The accompanying notes are an integral part of this consolidated financial
statement.

                                       F-6
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                2003           2002
                                                             -----------    -----------
<S>                                                          <C>            <C>
Cash flows from operating activities
  Net income (loss)                                          $ 1,906,448    $(2,873,215)
  Adjustments to reconcile net income (loss) to net cash
  used in operating activities:
   Depreciation and amortization of property and equipment        94,203        155,867
   Bad debt expense                                               42,031        333,769
   Gain on change in accounting estimate                          68,645             --
   Gain on debt settlement                                    (3,338,187)        (6,240)
   Stock issued for services                                      33,250        220,000
   Fair value of stock options issued for services                    --         33,309
   Write-off of receivable for the purchase of equity                 --        275,794
   Warrants issued for conversion of debt to preferred
     stock                                                         8,147             --
   Amortization of deferred financing fees                         7,131         78,345
   Amortization of debt discount                                   9,769         97,862
   Litigation settlement                                              --         30,000
Increases and decreases in working capital accounts:
   Accounts receivable - trade                                   (51,208)      (324,817)
   Other current assets                                            8,145         (5,843)
   Other assets                                                   (4,341)       (10,415)
   Customer deposits                                                  --          1,325
   Accounts payable - trade                                      215,355        316,800
   Accrued liabilities                                            72,521         42,648
                                                             -----------    -----------
    Cash flows used in operating activities                     (928,091)    (1,634,811)

Cash flows from investing activities
   Purchases of property and equipment                            (4,121)       (10,641)

Cash flows from financing activities
   Payments on capital lease obligation                          (12,865)       (43,095)
   Payments on convertible notes payable and debentures               --        (18,000)
   Cash paid for financing fees                                       --        (61,478)
   Borrowings on convertible notes payable and debentures             --        607,059
   Borrowings from related parties                                13,130         54,100
   Borrowings on notes payable (including $869,591 and
     $21,377 from related parties in 2003 and 2002,
     respectively, including post-petition amount of
     $610,490 in 2003)                                           869,591        260,377
   Payments on notes payable                                     (20,348)       (79,109)
   Proceeds from the issuance of preferred stock                      --        750,000
   Expenses incurred in connection with the issuance
     of equity                                                        --        (98,420)
   Exercise of stock options                                          --         69,000
                                                             -----------    -----------
     Cash flows provided by financing activities                 849,508      1,440,434
</TABLE>
                                      F-7
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                 For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                              2003           2002
                                                          ------------   ------------
<S>                                                       <C>            <C>
Net decrease in cash and cash equivalents                      (82,704)      (205,018)

Cash and cash equivalents, beginning of year                    85,204        290,222
                                                          ------------   ------------
Cash and cash equivalents, end of year                    $      2,500   $     85,204
                                                          ============   ============


Supplemental disclosures for cash flow information:
  Cash paid during the year for:
    Interest                                              $      3,320   $     18,968
                                                          ============   ============

Supplemental Schedule Of Noncash Investing And
Financing Activities:
  Conversion of notes payable and accrued interest
  to preferred stock                                      $    143,200   $         --
                                                          ============   ============
  Conversion of notes payable and accrued interest
  to common stock in connection with reorganization       $  1,614,978   $    608,696
                                                          ============   ============

  Warrants issued in connection with convertible
  debentures  recorded as debt discount                   $         --   $     80,340
                                                          ============   ============

  Common stock issued in connection with convertible
  debentures                                              $         --   $     96,465
                                                          ============   ============

  Refinancing of equipment through capital lease          $         --   $    239,039
                                                          ============   ============

  Refinancing of accounts payable through notes payable   $         --   $     64,618
                                                          ============   ============

  Refinancing of accounts payable through the issuance
  of convertible notes payable                            $         --   $     53,237
                                                          ============   ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-8
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE A - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF THE BUSINESS
----------------------

SecureCare Technologies, Inc. (formerly eClickMD, Inc.) (the Company or
SecureCare), a Nevada corporation incorporated on May 12, 1999, provides
electronic transmittal, processing and data storage services for the healthcare
industry. The Company markets its services to customers throughout the United
States. The Company currently operates from locations in Texas and Michigan.

On May 13, 2003 (the Commencement Date) the Company filed a voluntary petition
under Chapter 11 of Title 11 of the United States Bankruptcy Code (the
Bankruptcy Code) in the United States Bankruptcy Court for the Western District
of Texas (the Bankruptcy Court), Case No. 03-12387. During the course of its
Chapter 11 proceeding, the Company operated its business and managed its assets
as a debtor-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.

On August 6, 2003, the Company filed a proposed Disclosure Statement and Joint
Plan of Reorganization, dated August 5, 2003, (the Plan) with the Bankruptcy
Court. On October 23, 2003, after notice and a hearing, the Bankruptcy Court
signed the Disclosure Statement Order, approving the Company's Disclosure
Statement. On October 24, 2003, the Debtors (as defined in the Plan) commenced
the solicitation of holders of claims entitled to vote to accept or reject the
Plan. On December 2, 2003, after notice and a hearing, the Bankruptcy Court
entered its Findings of Fact, Conclusions of Law and Order confirming the
Debtor's Joint Plan of Reorganization dated as of August 5, 2003 (the
"Confirmation Order"). The Plan became final and non-appealable on December 13,
2003. The Effective Date of the Plan is December 15, 2003.

The following is a summary of the material features of the Plan. Among other
things, the Plan generally provided that all existing equity interests and
rights in the Debtor would be cancelled. The Debtor's (as defined by the Plan)
sole Secured Creditor (as defined by the Plan) received Ninety Seven and
One-Half Percent (97.50%) of the New Common Shares of the reorganized Debtor.
Unsecured Creditors received Two and One-Half Percent (2.50%) of the New Common
Shares of the reorganized Debtor, a cash dividend equal to Two and One-Half
Percent (2.50%) of the amount of their Allowed Claim (as defined by the Plan),
and an assignment of the Debtor's rights under a pre-petition judgment in the
amount of approximately $1 million, entered in favor of the Debtor. Equity
interest holders in the Debtor each received 150 shares of new common stock
(after adjusting for the 1.5 for 1 forward stock split), regardless of the size
of their pre-petition equity interests. Post-Petition secured loans to the
Debtor shall continue for one (1) year following the Confirmation Date in
accordance with the terms of the Court's Order Authorizing Post-Petition
Financing, and pursuant to the forms of Post-Petition Senior Secured Promissory
Notes.

Since the bankruptcy did not effect a change in control, the Company did not
meet the requirements for fresh-start reporting. Accordingly, all assets and
liabilities are reflected in the accompanying Balance Sheet at December 31, 2003
at their historical value.

PRINCIPLES OF CONSOLIDATION
---------------------------

The accompanying consolidated financial statements include the accounts of
SecureCare Technologies, Inc. (formerly eClickMD, Inc.), and its wholly-owned
subsidiaries. All significant intercompany transactions and balances have been
eliminated in consolidation.

CASH EQUIVALENTS
----------------

For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.

                                      F-9
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE A - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
-------------------------------------------------------

Trade accounts receivable are stated at the amount the Company expects to
collect. The Company maintains allowances for doubtful accounts for estimated
losses resulting from the inability of its customers to make required payments.
Management considers the following factors when determining the collectibility
of specific customer accounts: customer credit-worthiness, past transaction
history with the customer, current economic industry trends, and changes in
customer payment terms. The Company's accounts receivable are not secured. If
the financial condition of the Company's customers were to deteriorate,
adversely affecting their ability to make payments, additional allowances would
be required. Based on management's assessment, the Company provides for
estimated uncollectible amounts through a charge to earnings and a credit to a
valuation allowance. Balances that remain outstanding after the Company has used
reasonable collection efforts are written off through a charge to the valuation
allowance and a credit to accounts receivable.

PROPERTY AND EQUIPMENT
----------------------

Property and equipment are recorded at cost. The Company provides for
depreciation of its property and equipment using the straight-line method over
the estimated useful life of the depreciable assets ranging from three to five
years. Maintenance and repairs are expensed as incurred. Replacements and
betterments are capitalized.

Depreciation and amortization expense for the years ended December 31, 2003 and
2002 was $94,203 and $155,867, respectively.

SOFTWARE AND SOFTWARE DEVELOPMENT COSTS
---------------------------------------

The Company has purchased software products which it recorded at cost and is
amortizing on a straight-line basis over their estimated useful lives of 2 to 3
years. Costs incurred in the research and development of new software products
and enhancements to existing software products are expensed as incurred until
technological feasibility has been established. After technological feasibility
is established, any additional costs are capitalized in accordance with SFAS No.
86, Accounting for the Costs of Computer Software to Be Sold, Leased or
Otherwise Marketed.

Because the Company believes that its current process for developing software is
essentially completed concurrently with the establishment of technological
feasibility, no software development costs have been capitalized as of December
31, 2003.

DEFERRED FINANCING FEES
-----------------------

Deferred financing fees related to the notes payable are amortized on a
straight-line basis over the term of the notes payable ranging from three to six
months. Any deferred financing fees related to notes that are paid early or
converted to equity are written off or charged to equity, respectively. Deferred
financing fees have been fully amortized at December 31, 2003.

                                      F-10
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE A - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

INCOME TAXES
------------

Deferred income taxes, if significant, are provided for in accordance with
Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes
(SFAS 109). Under the asset and liability method, as prescribed by SFAS 109,
deferred income taxes are recognized for the tax consequences of temporary
differences by applying enacted statutory tax rates applicable to future years
to differences between financial statement carrying amounts and the tax basis of
existing assets and liabilities. Under the asset and liability method, the
effect on deferred taxes of a change in tax rates is recognized in income in the
period that includes the enactment date.

Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense or benefit is
the payable or refund for the period plus or minus the change during the period
in deferred tax assets and liabilities.

REVENUE RECOGNITION
-------------------

The Company recognizes revenue in accordance with AICPA SOP 97-2, "Software
Revenue Recognition" and SOP 98-9, "Modification of SOP 97-2, Software Revenue
Recognition, With Respect to Certain Transactions." These statements provide
guidance on applying generally accepted accounting principles in recognizing
revenue on software transactions. In applying these statements, the Company
recognizes software license fees upon meeting the following four criteria:
execution of the signed contract, delivery of the underlying products to the
customer and the acceptance of such products by the customer, determination that
the software license fees are fixed or determinable, and determination that
collection of the software license fees is probable. In instances when any one
of the four criteria is not met, the Company will either defer recognition of
the software license revenue until the criteria are met or will recognize the
software license revenue on a ratable basis, as required by SOPs 97-2 and 98-9.
Training, Set-up Fees and other one-time charges are not material.

INCOME (LOSS) PER COMMON SHARE
------------------------------

Basic net income (loss) per share is computed by dividing net income (loss) by
the weighted average number of common shares outstanding for the year. Diluted
net income (loss) per share is computed by dividing net income (loss) by the
weighted average number of common shares and dilutive common stock equivalents
outstanding for the year. There were no dilutive common stock equivalents
outstanding for the year ended December 31, 2003. Common stock equivalents have
been excluded from the computation since such inclusion would have an
anti-dilutive effect for the year ended December 31, 2002.

LONG-LIVED ASSETS
-----------------

Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to the future net cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the net asset exceeds the fair value of the assets. Assets to
be disposed of are reported at the lower of the carrying amount or fair value
less costs to sell.

ADVERTISING COSTS
-----------------

All costs associated with advertising are expensed in the period incurred.
Advertising expense totaled $9,061 and $7,872 for the years ended December 31,
2003 and 2002, respectively.

                                      F-11
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE A - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

STOCK-BASED COMPENSATION
------------------------

The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees", and complies with the disclosure
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" as amended
by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure -- an Amendment of FASB Statement No. 123". Under APB Opinion No. 25,
compensation expense for employees is based on the excess, if any, on the date
of grant, between the fair value of the Company's stock over the exercise price

Had the Company determined compensation based on the fair value at the grant
date for its stock options under SFAS No. 123, as amended by SFAS No. 148, net
income (loss) and income (loss) per share would have been changed as indicated
below:

                                                    Year ended     Year ended
                                                    December 31,   December 31,
                                                        2003           2002
                                                    -----------    -----------

Net income (loss) attributable to common
   stockholders, as reported                        $ 1,906,448    $(2,873,215)
Add: Stock-based employee compensation,
   expense (credit) included in reported
   net income (loss)                                         --             --
Deduct: Stock-based employee compensation
   expense determined under fair value
   based method                                        (220,671)       (52,409)
                                                    -----------    -----------
Pro forma net income (loss)                         $ 1,685,777    $(2,925,624)
                                                    ===========    ===========

Net income (loss) per share --
   Basic and diluted:
   As reported                                      $       .09    $      (.10)
                                                    ===========    ===========
   Pro forma                                        $       .08    $      (.10)
                                                    ===========    ===========

Compensation cost is reflected over the options' vesting period of 3 to 5 years.

                                      F-12
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE A - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

STOCK-BASED COMPENSATION (Continued)
------------------------------------

The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS No. 123 as amended and Emerging Issues
Task Force (EITF) Issue No. 96-18, "Accounting for Equity Instruments That Are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services". All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable. The measurement
date of the fair value of the equity instrument issued is the earlier of the
date on which the counterparty's performance is complete or the date on which it
is probable that performance will occur.

USE OF ESTIMATES AND ASSUMPTIONS
--------------------------------

Management uses estimates and assumptions in preparing financial statements in
accordance with U.S. generally accepted accounting principles. Those estimates
and assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses. Actual results could vary from the estimates that were
used.

NOTE B - GOING CONCERN

The consolidated financial statements have been prepared on the assumption that
the Company will continue as a going concern. The Company sustained net
operating losses of $1,206,699 and $2,400,139 during the years ended December
31, 2003 and 2002, respectively, and has accumulated losses through December 31,
2003 of $9,602,041. Cash used in operating activities for the same periods
aggregated $928,091 and $1,634,811, respectively. Total liabilities at December
31, 2003 of $956,747 exceed total assets of $31,211. As of the date of this
report, the Company is unable to meet all of its short-term obligations as they
fall due because of shortages of cash. As described in Note A, on May 13, 2003
the Company filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the Western District
of Texas. The Company emerged from bankruptcy on December 15, 2003; however, the
Company's continued existence depends upon the success of management's efforts
to raise additional capital necessary to meet the Company's obligations as they
come due, and to obtain sufficient capital to execute its business plan. The
Company intends to obtain capital primarily through issuances of debt or equity.
There can be no degree of assurance that the Company will be successful in
completing additional financing transactions.

The consolidated financial statements do not include any adjustments to reflect
the possible effects on the recoverability and classification of assets or
classification of liabilities which may result from the inability of the Company
to continue as a going concern.

NOTE C - OTHER CURRENT ASSETS

Other current assets at December 31, 2003 consist of a deposit to the Texas
State Comptroller to have the Company's State Sales Tax License reinstated. The
deposit will be refunded on May 7, 2004. Other current assets at December 31,
2002 consist of prepaid expenses.

                                      F-13
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE D - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2003 and 2002 consists of the following:

                                                          2003          2002
                                                       ----------    ----------
Computer equipment and software                        $  272,774    $  528,085
Furniture and office equipment                             10,054        10,054
Automobiles                                                20,823        20,823
                                                       ----------    ----------
                                                          303,651       558,962

Less: accumulated depreciation and amortization          (301,058)     (451,874)
                                                       ----------    ----------
Net property and equipment                             $    2,593    $  107,088
                                                       ==========    ==========
NOTE E - OTHER ASSETS

Other assets consists of the following at December 31, 2003 and 2002:

                                                          2003          2002
                                                       ----------    ----------
                  Rent deposit                         $    5,851    $    5,851
                  Sales tax license deposit                    --         3,500
                  Other assets                                 --         1,063
                                                       ----------    ----------
                                                       $    5,851    $   10,414
                                                       ==========    ==========
NOTE F - LINE OF CREDIT

The Company renewed its revolving credit agreement during June 2002 extending
the maturity date to December 22, 2002. Subsequent to the Company's bankruptcy
filing on May 13, 2003, the guarantor repaid the balance of the revolving credit
agreement in full. The resulting gain of $381,797, (which includes accrued
interest of $21,797) is included in "gain on debt settlement" in the
accompanying consolidated statement of operations for the year ended December
31, 2003.

                                      F-14
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE G - NOTES PAYABLE

Notes payable at December 31, 2003 and 2002 consist of the following:

                                                               2003       2002
                                                             --------   --------

Note payable to bank, payable in full in
   October 2002 (due on demand)
   at 10.5%, unsecured                                       $     --   $ 15,000

Note payable to shareholder, at 12% with
   principal and interest due on demand,
   collateralized by intellectual property of
   the Company                                                     --    123,354

Note payable to shareholder, at 12% with
   principal and interest due May 2003,
   collateralized by intellectual property
   of the Company                                                  --     69,810

Note payable to creditor, payable in monthly
   installments through March 2003 at 12%,
   unsecured                                                       --     31,233

Note payable to employee, payable on demand at 10%,
   unsecured                                                       --     27,083

Note payable to financial institution at 6%,
   due on demand, unsecured                                        --    100,000

Note payable to financial institution at 6%,
   due on demand, unsecured                                        --    100,000

Note payable to creditor, payable in monthly
   installments through December 2004 at 6%,
   unsecured                                                       --     55,517

Non-interest bearing note payable to creditor,
   payable in monthly installments
   through May 2004, unsecured
                                                                   --     30,000
Note payable to creditor, payable in monthly
   installments through December 2003 at 12%,
   unsecured                                                       --     53,238

Note payable to related party bearing interest at 5%,
   due on demand, unsecured                                    49,970         --

Note payable to related party bearing interest at 5%,
   due on demand, unsecured                                    89,072         --

                                      F-15
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE G - NOTES PAYABLE (Continued)

Note payable to related party bearing interest at 5%,
   due on demand, unsecured                                  70,494          --

Note payable to related party bearing interest at 5%,
   due on demand, unsecured                                  89,084          --

Note payable to related party bearing interest at 5%,
   due on demand, unsecured                                  67,152          --

Note payable to related party bearing interest at 5%,
   due on demand, unsecured                                  64,644          --

Note payable to related party bearing interest at 5%,
   due on demand, unsecured                                  50,000          --

Note payable to related party bearing interest at 5%,
   due on demand, unsecured                                  64,074          --

Note payable to related party bearing interest at 5%,
   due on demand, unsecured                                  66,000          --
                                                           --------    --------

                                                            610,490     605,235
Less amounts reclassified to "Liabilities Subject
To Compromise"                                                   --    (605,235)
                                                           --------    --------
                                                            610,490          --
Less current maturities                                    (610,490)         --
                                                           --------    --------

Long term debt                                             $     --    $     --
                                                           ========    ========

                                      F-16
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE H - REORGANIZATION AND LIABILITIES SUBJECT TO COMPROMISE

At December 31, 2002, the principal categories of claims classified as
liabilities subject to compromise under reorganization proceedings, totaling
$4,843,106 are identified below. Effective December 15, 2003, the Company's Plan
of Reorganization was approved, and the liabilities subject to compromise were
settled in accordance with the Plan.

                                                          December 31,
                                                              2002
                                                          ------------
       Line of credit                                     $    360,000
       Notes payable                                           605,235
       Convertible notes and debentures                      2,019,060
       Payable to related parties                              435,593
       Accounts payable                                        858,060
       Capital lease obligations                               195,945
       Accrued liabilities                                     369,213
                                                          ------------

                                                          $  4,843,106
                                                          ============

Principal and interest payments may not be made on pre-petition unsecured debt
without Bankruptcy Court approval or until a plan of reorganization defining the
repayment terms has been confirmed. The total interest on the pre-petition
unsecured debt that was not charged to earnings for the period from May 14, 2003
to December 31, 2003 was $154,752. Such interest was not accrued as the
Bankruptcy Code generally disallows the payment of interest that accrues
post-petition with respect to pre-petition unsecured claims.

In its Bankruptcy filings, as of May 13, 2003, the Company reported total
liabilities subject to compromise and other priority claims of $4,746,380.
Certain liabilities subject to compromise were settled in the normal course of
business between the filing date and the effective date of the Plan (December
15, 2003). On the effective date, liabilities subject to compromise and other
priority claims totaled $4,132,699.

Under the terms of the Plan, each allowed unsecured claim holder (accounts
payable-trade of $561,841 and other unsecured debt of $1,869,518) was allowed a
cash distribution equal to approximately two and one-half percent of the allowed
claim, or approximately $60,784, which was paid on the Distribution Date, as
defined in the Plan. This amount is included in accrued liabilities at December
31, 2003, reflecting the accrual for the cash distribution.

In addition, under the terms of the Plan, the secured debt totaling $1,614,978,
was converted to 14,625,000 shares of common stock totaling approximately
ninety-seven and one-half percent (97.5%) of the 15,000,000 shares of common
stock in the approved Plan (after adjusting for the 1.5 for 1 stock split).

At December 31, 2003, administrative claims totaling $86,362 were included in
accrued payroll tax liabilities and accrued liabilities. Payment of these
administrative claims commenced no earlier than 60 days after the effective date
of the Plan.

                                      F-17
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE I - CONVERTIBLE NOTES AND DEBENTURES

The Company issued $100,000 of convertible notes in 1999 with a conversion rate
of $2.00 per share (pre split), $585,000 of convertible notes in 2000 with a
conversion rate equal to the principal plus accrued interest at the conversion
date divided by the price per share of equity instruments sold in the next
financing transaction, $608,695 of convertible notes in 2001 with a conversion
rate equal to the lower of $1.00 per share of common stock (pre split) or 80
percent of the fair market value of the common stock, $128,075 of convertible
notes in 2001 with a conversion rate equal to the lesser of a 12.5% discount to
the market price or $1.50 per share (pre split), and $607,059 of convertible
notes in 2002 with a conversion rate equal to the lower of $1.25 per share of
common stock (pre split) or 150% of the fair market value of the common stock.
Upon approval of the Bankruptcy Plan on December 15, 2003 all convertible notes
were settled in accordance with the Plan.

NOTE J - LEASE COMMITMENTS

The Company leases its office facilities and certain office equipment under
various non-cancelable operating lease agreements which expire through November
30, 2004. Rent expense totaled $52,208 and $63,315 for the years ended December
31, 2003 and 2002, respectively.

Future minimum lease payments under non-cancelable operating leases at December
31, 2003 are as follows:

                2004                                      $  61,441
                                                          =========

NOTE K - CAPITAL LEASE OBLIGATION

During April 2002, the Company refinanced accounts payable related to purchased
equipment in the amount of $239,039 through a capital lease with a financing
company. The assets and liabilities related to the equipment under capital lease
were recorded at the lower of the present value of the minimum lease payment or
the fair value of the asset at December 31, 2002. This capital lease agreement
was rejected during 2003 as part of the bankruptcy process. Accordingly, the
Company recognized a gain on debt settlement totaling $168,667 upon
effectiveness of the Plan.

NOTE L - INCOME TAXES

At December 31, 2003 and 2002 deferred tax assets and liabilities are comprised
of the following:

                                                    2003              2002
                                                 -----------      -----------

Current deferred tax asset                       $     1,020      $     7,490
Non-current deferred tax asset                       490,221        3,091,539
Less: valuation allowance                           (491,241)      (3,099,029)
                                                 -----------      -----------

Net deferred tax asset                           $        --      $        --
                                                 ===========      ===========

                                      F-18
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE L - INCOME TAXES (Continued)

Non-current deferred tax assets principally result from net operating losses.
The current deferred tax asset results from the allowance for doubtful
receivables which is not currently deducted for federal tax reporting purposes.
The deferred tax assets have a 100% valuation allowance due to the uncertainty
of generating future taxable income.

Differences between the statutory federal income tax rate and the effective rate
for the years ended December 31, 2003 and 2002 are as follows:

                                                   2003           2002
                                                  -----          -----

        Income tax provision at statutory rate     34.0%          34.0%
        Permanent differences                      98.4            0.0
        Change in valuation allowance            (132.6)         (32.4)
        Amortization of beneficial conversion       0.2           (1.0)
        Stock compensation                          0.0           (0.4)
        Other                                       0.0           (0.2)
                                                  -----          -----
                                                    0.0%           0.0%
                                                  =====          =====

The Company has a net operating loss carryover of approximately $1,442,000 at
December 31, 2003. All net operating losses of the Company were eliminated
through the bankruptcy process. Accordingly, the net operating loss at December
31, 2003 consists of losses that were generated subsequent to the bankruptcy
filing. The net operating loss carryover, which is subject to annual limitations
as prescribed by the Internal Revenue Code, will expire in 2023.

NOTE M - SHAREHOLDERS' DEFICIT

Pursuant to the Placement Agency Agreement dated September 30th, 2002 with
Gryphon Financial Securities Corporation (the Placement Agent), the Company
issued an aggregate of 75 shares of Series A Preferred Stock at $10,000 per
share.

The holders of the Series A Convertible Preferred Stock, par value $.001, stated
value $10,000 per share, voted together with the common stock holders as a
single class with each preferred share having the number of votes equal to the
largest whole number of shares of Common Stock into which such Preferred Share
could be converted, at the record date for the determination of the shareholders
entitled to vote on such matters. Subject to certain anti-dilution adjustments,
the conversion price of each Preferred Share was to be $0.50. In the event of a
liquidation of the Company, the holders of the Preferred Shares would be
entitled to receive out of the assets of the Company, legally available for
distribution therefrom, before any amount shall be paid to holders of any of the
capital stock of the Company of any class junior in rank to the Preferred Shares
in respect of the preferences as to the distributions and payments on the
liquidation, dissolution, winding up of the Company, an amount equal to $10,000
per Preferred Share subject to certain adjustments. All shares of Common Stock
were of junior rank to all Preferred Shares as to the preferences and
distributions and payments upon liquidation, dissolution and winding up of the
Company. The rights of the shares of Common Stock were subject to the
preferences and relative rights of the Preferred Shares. All of the outstanding
Preferred Shares were canceled during 2003 as part of the bankruptcy
proceedings.

                                      F-19
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE M - SHAREHOLDERS' DEFICIT (Continued)

During the year ended December 31, 2002, $608,696 of convertible notes and
debentures were converted to 4,264,567 shares of the Company's commons stock.

Additionally, during 2002 the Company issued 637,413 shares of common stock
valued at $96,465 and warrants to purchase 591,884 shares of common stock valued
at $80,340 associated with the issuance of convertible notes and debentures and
recognized expense of $33,309 related to stock options granted for services in a
prior period. The Company issued 452,000 shares of common stock as a result of
the exercise of stock options for cash totaling $69,000. In addition, the
Company issued 375,000 shares of common stock for financial consulting services
and 375,000 shares of common stock for compensation services valued at $187,500
and $32,500, respectively. Receivables for the purchase of equity from
directors, officers, employees and contractors totaling $275,794 were determined
to be uncollectible and written off to operations during the third quarter of
2002. In the fourth quarter of 2002, the Company issued 75 shares of preferred
stock for $750,000 and incurred $98,420 of expenses related to the issuance of
the preferred stock.

     During 2003, the Company issued 262,500 shares of common stock as
     compensation for services valued at $33,250. The Company received proceeds
     from new notes payable totaling $143,200, bearing interest at 6% per annum.
     Subsequently, the Company agreed to convert $143,200 of debt into 1.43
     units of the Company's Series A preferred stock. Each unit consisted of 10
     shares of the company's Series A Convertible Preferred Stock for a total of
     14 shares. Additionally, upon conversion, the Company issued warrants to
     purchase 143,200 shares of common stock valued at $8,147. Upon approval of
     the bankruptcy plan on December 15, 2003 all outstanding stock was
     cancelled. Additionally upon approval of the bankruptcy plan the Company
     issued 10,000,000 shares of common stock. On January 19, 2004 the Board of
     Directors approved a 1.5 for 1 stock split, the effects of which have been
     pushed back to be reflected for all periods presented in the accompanying
     consolidated financial statements. Accordingly, at December 31, 2003, there
     were 15,000,000 shares of common stock outstanding.

NOTE N - STOCK OPTIONS AND WARRANTS

Upon approval of the bankruptcy Plan on December 15, 2003 (See Note A), all
outstanding options were cancelled. Accordingly, no options or warrants are
outstanding at December 31, 2003.

                                      F-20
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE N - STOCK OPTIONS AND WARRANTS (Continued)

A summary of changes in the Company's options and purchase warrants follows:

<TABLE>
<CAPTION>
                                 Compensatory            Non Compensatory     Combined Total
                            ----------------------    ----------------------  --------------

                                         Weighted                  Weighted
                             Options      Average      Options      Average
                               and       Exercise        and       Exercise
                            Warrants       Price      Warrants       Price       Options
                            ---------    ---------    ---------    ---------    ---------
<S>                         <C>             <C>       <C>             <C>       <C>
Outstanding at 12/31/01     6,335,243       0.51        899,759       2.61      7,235,002

Granted                     1,918,242       0.93      1,701,885       1.37      3,620,127
Exercised                    (470,000)      0.02             --         --       (470,000)
Forfeited                    (825,000)      0.002            --         --       (825,000)
                            ---------                 ---------                 ---------

Outstanding at 12/31/02     6,958,485       0.86      2,601,644       1.52      9,560,129

Granted                        30,000       0.86        143,200       1.50        173,200
Exercised                          --         --             --         --             --
Cancelled                  (6,988,485)      0.86     (2,744,844)      1.50     (9,733,329)
                            ---------                 ---------                 ---------
Outstanding at 12/31/03            --         --             --         --             --
                            =========                 =========                 =========
</TABLE>

The Company applies APB Opinion No. 25, Accounting for Stock Issued to Employees
(APB 25), in accounting for its compensatory options. The options granted in
2003 and 2002 have exercise prices which approximate or exceed fair value and,
accordingly, no compensation cost has been recognized for its compensatory stock
options in these financial statements.

The weighted average grant date fair value of options granted during 2003 and
2002 was $0.08 and $0.14, respectively.

The following weighted-average assumptions for stock options granted during
fiscal years 2003 and 2002 were used:

                                            2003         2002
                                         ---------    ---------

Expected dividend yield                          0%           0%
Stock price volatility                         171%         164%
Risk-free interest rate                        4.5%         4.5%
Expected option term                     3-5 years    4-5 years

                                      F-21
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE O - RELATED PARTY TRANSACTIONS

The payable to related parties included in "Liabilities Subject to Compromise"
of $435,593 at December 31, 2002 includes accrued officer compensation of
$371,543.

Two former shareholders, directors and officers of the Company also own stock of
Centratex, Inc. (Centratex) and are also officers of that company. During 2002,
Centratex incurred expenses on behalf of SecureCare Technologies, Inc. (formerly
eClickMD, Inc.) Centratex is a company owned by Marion Robert Rice, the
Company's former CEO and Andy McBee, a former director of the Company. The
Company had recorded an account payable to Centratex in the amount of $19,284 at
December 31, 2002. This amount was cancelled upon approval of the Plan of
Reorganization on December 15, 2003.

In October 2000, the Company borrowed $155,000 from Marion Robert Rice, the
Company's Chief Executive Officer. The note which bore interest at 10% matured
in 2001. The note was collateralized by intellectual property of the company. In
the third quarter of 2001, the note, plus accrued interest of $14,810 was
exchanged for short-term and long-term notes payable of $100,000 (12% interest,
12 month note) and $69,810 (12 % interest, 18 month note), respectively. Both of
these notes were still outstanding as of December 31, 2002, but were cancelled
on December 15, 2003 upon approval of the Plan of Reorganization.

As of December 15, 2003, the effective date of the Plan of Reorganization,
Gryphon Opportunities Fund I, LLC became the majority stockholder of eClick.
Pursuant to an approved order of the United States Bankruptcy Court for the
Western District of Texas, dated May 19, 2003 the Company issued 9 post petition
current notes payable totaling $610,490 of which 8 notes were issued to Gryphon
Opportunities Fund I, LLC totaling $544,490 and one note totaling $66,000 was
issued to York Avenue Holding Company, an affiliate of Gryphon Opportunities
Fund I, LLC. All of these notes are still outstanding as of December 31, 2003.
For additional discussion of these notes, see NOTE G.

                                      F-22
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE P - TREATMENT OF CERTAIN STOCK OPTIONS ISSUED FOR DISPUTED SERVICES

In July 2001, the Company issued stock options as retainers for services and as
collateral for financing in connection with such services to Oxford Financial
and Mark Anthony Christini which were subsequently converted into common stock.
In September, 2001, the Company filed a complaint against Oxford Venture Fund,
L.L.C. and Karim Rajani, an agent of Oxford Venture Fund, L.L.C., alleging the
defendants had received Company stock options to purchase 412,500 shares as a
retainer and for the purpose of collateralizing financing for the Company, and
that the defendants then sold a portion of the stock thereby converting it to
their own use instead of using it for collateral. The Company sought
compensatory damages, exemplary damages and injunctive relief. The defendant's
appeared for a hearing to argue against the Court's in personam jurisdiction
over them as well as to argue against the need for injunctive relief. On
September 14, 2001, the Court granted a temporary injunction against the
defendants making sales of the Company's stock. At December 31, 2002, 2,700,000
shares were being restricted from transfer of which 900,000 shares were being
held in certificate form by the transfer agent. The defendants filed their
answer in this matter but refused to cooperate in discovery. As a sanction, the
court struck the Defendants' pleadings. On November 13, 2002 the court entered a
default judgment against the Defendants and called for a hearing on damages. The
parties appeared through counsel of record. On November 26, 2002 the court
Ordered, Adjudged and Decreed that SecureCare Technologies, Inc. (formerly
eClickMD, Inc.) have and recover judgment of and against Oxford Venture
Partners, LLC and Karim Rajani, jointly and severally, in the sum of $1,019,250
plus interest at the rate of 1.51 percent per annum from the date of judgment
until paid; plus $250,000 in punitive damages; plus $19,000 in attorney's fees
and all costs of suit. The Defendants have filed a notice of appeal and their
appellate brief was due on May 5, 2003. As of this date, Defendants have not
filed their brief and are at risk of defaulting on the appeal. The Court ordered
the Defendants to return their SecureCare Technologies, Inc. (formerly eClickMD,
Inc.) stock, to the United States Marshall in Austin, Texas. About half of the
shares were returned and were to be sold at auction by the United States
Marshall's office. Once the stock was sold, the proceeds were to be applied to
the Judgment balance. All outstanding shares and options were cancelled on
December 15, 2003 upon approval of the Plan of Reorganization by the bankruptcy
court. SecureCare Technologies, Inc. (formerly eClickMD, Inc.) assigned its
rights to this judgment to its unsecured creditors in accordance with the Plan
of Reorganization.

NOTE Q - CONCENTRATIONS OF CREDIT RISK

The Company extends unsecured credit in the normal course of business to
virtually all of its customers. The Company's accounts receivable are subject to
potential credit risk. The Company has provided an allowance for doubtful
accounts which reflects its estimates of uncollectible amounts. The maximum
exposure assuming non-performance by the debtors is the amount shown on the
balance sheet at the date of non-performance.

At December 31, 2003 and 2002, no customers accounted for 10% or more of
revenues. Additionally, at December 31, 2003 and 2002, one customer accounted
for 16% and 29% of accounts receivable, respectively.

Cash is maintained in financial institutions which, at times, may exceed Federal
Deposit Insurance Corporation insured amounts. However, the Company mitigates
its risk by assuring that cash is maintained in high quality credit institutions

                                      F-23
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE R - FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, Disclosure About Fair Value
of Financial Instruments, requires disclosure about the fair value of all
financial assets and liabilities for which it is practicable to estimate.

Lines of credit and other debt carrying values approximate fair values based on
the borrowing rates currently available to the Company for loans with similar
terms, and because of their short-term nature.

NOTE S - CONTINGENCIES

The Company was subject to various claims at December 31, 2002 arising in the
normal course of business. At December 31, 2002, the Company had accrued
approximately $166,000 relating to outstanding contingent liabilities.

The Company's Plan of Reorganization was approved on December 15, 2003.
Accordingly, all potential contingencies outstanding at that date were released.

NOTE T - SUBSEQUENT EVENTS

On January 19, 2004, the Board of Director's of SecureCare Technologies, Inc.
(formerly eClickMD, Inc.) approved a 1.5 for 1 forward Common Stock Split (the
"Stock Split"). On January 19, 2004, the shareholder holding shares representing
more than a majority of the shares of Common Stock entitled to vote consented in
writing to the Stock Split. The Stock Split increased the number of shares of
Common Stock issued and outstanding, as approved in The Plan, from 10,000,000 to
15,000,000.

On January 19, 2004, the Board of Director's of eClickMD, Inc. determined to
change the name of the Company to SecureCare Technologies, Inc (SCTI). The
purpose of the name change was to more accurately reflect the Company's present
business and its activities as well as to facilitate the future development of
its business. Approval of the name change required the affirmative consent of at
least a majority of the outstanding shares of the Common Stock of the Company.
The shareholder entitled to vote more than a majority of all the shares of
Common Stock entitled to vote consented to the name change on January 19, 2004.

The Company filed an Amendment to its Corporate Charter with the State of Nevada
on February 24, 2004 affecting the Stock Split and the name change of the
Company to SecureCare Technologies, Inc.

On January 20, 2004, the Board of Directors approved the issuances of 2,350,000
shares of Common Stock of the Company to Directors, Officers and Employees of
the Company and 2,000,000 shares of Common Stock as consulting shares pursuant
to an agreement by and between the Company and Gryphon Financial Securities
Corporation.

                                      F-24
<PAGE>

                          SecureCare Technologies, Inc.
                   (formerly eClickMD, Inc.) and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2003 and 2002

NOTE T - SUBSEQUENT EVENTS (Continued)

During February and March 2004, the Company raised an aggregate of $520,000 from
seven (7) accredited investors (as defined in Rule 503 under the 1933 Act) to
fund the Company's operations pending the completion of an Offering (the "Bridge
Financing"). Investors in the Bridge Financing received $1.00 principal amount
of 7.5% Senior Subordinated Note ("Notes") and one (1) share of Common Stock for
each $1.00 that they purchased. The Notes are due on their second anniversary
date, but may be extended at the option of the Company for an additional six (6)
months. The Company must issue one share of Common Stock for each $4.00
principal and accrued interest on the Notes that are extended. Gryphon Financial
Securities Corporation (the "Placement Agent") acted as placement agent in the
Bridge Financing, which was conducted on a $200,000 or none basis, and received
(i) commissions of $41,600, (ii) an expense allowance of $5,200, (iii) five-year
warrants to purchase 52,000 shares of Common Stock, at an exercise price of
$1.00 per share, and (iv) a consulting agreement (related to the Bridge
Financing and an Offering) that provided for the receipt of 2,000,000 shares of
the Company's common stock valued at $2,000. In addition, a portion of an
outstanding loan to the Company in the total principal amount of $24,800 was
paid by the Company's allocation of $18,600 of the proceeds from the Bridge
Financing to an affiliate of the Placement Agent. A majority-in-interest of the
investors in the Bridge Financing have the right to demand registration of their
Common Stock commencing September 8, 2004 and the Placement Agent will have
piggy-back rights with respect to the 52,000 shares of the Common Stock
underlying its warrants and the 2,000,000 shares, in any such registration
statement.

                                      F-25
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                       SecureCare Technologies, Inc.

Date:  April 26, 2004                  By: /s/ NEIL BURLEY
                                           ------------------------------------
                                           Neil Burley,
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)

                                       By: /s/ ROBERT WOODROW
                                           ------------------------------------
                                           Robert Woodrow
                                           President, Chief Operating Officer
                                           and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


NAME                                        TITLE                  DATE SIGNED

By: /s/ NEIL BURLEY                Chief Financial Officer        April 26, 2004
    --------------------------     (Principal Financial and
    Neil Burley                    Accounting Officer)


By: /s/ ROBERT WOODROW             President, Chief Operating     April 26, 2004
    --------------------------     Officer and Director
    Robert Woodrow

                                       44